UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~June~~ September 30, 2022

GLASS HOUSES ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40262		86-1565667
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

3811 Turtle Creek Blvd., Suite 1100

Dallas, Texas 75219

(Address of principal executive offices, including zip code)

(972) 850-7474

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant	GLHAU	The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units	GLHA	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	GLHAW	The Nasdaq Stock Market LLC
Shares of Class A common stock underlying redeemable warrants included as part of the units	GLHA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~August~~October 928, 2022 there were 22,047,293 shares of Class A common stock, $0.0001 par value per share and 5,511,823 shares of Class B common stock, $0.0001 par value per share, issued and outstanding.

GLASS HOUSES ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2022

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
Item 1.	Financial Statements	1
Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (audited)		1
Condensed Balance Sheet as of September 30, 2022 (unaudited) and December 31, 2021 (audited)		1
Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and for the three months ended June 30, 2021 and for the period from January 19, 2021 (inception) through June 30, 2021		2
Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021		2
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and for the three months ended June 30, 2021 and for the period from January 19, 2021 (inception) through June 30, 2021		3
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from January 19, 2021 (inception) through September 30, 2021		3
Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and for the period from January 19, 2021 (inception) through June 30, 2021		4
Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2022 and for the period from January 19, 2021(inception) through September 30, 2021		4
Notes to Unaudited Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures about Market Risk		22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4. Control and Procedures		22
Item 4.	Control and Procedures	24
PART II – OTHER INFORMATION		2325
Item 1. Legal Proceedings		23
Item 1.	Legal Proceedings	25
Item 1A. Risk Factors		23
Item 1A.	Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3. Defaults Upon Senior Securities		24
Item 3.	Defaults Upon Senior Securities	28
Item 4. Mine Safety Disclosures		24
Item 4.	Mine Safety Disclosures	28
Item 5. Other Information		24
Item 5.	Other Information	28
Item 6. Exhibits		24
Item 6.	Exhibits	28
SIGNATURES		2529

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

GLASS HOUSES ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	June 30, 2022			December 31, 2021
	September 30, 2022			December 31, 2021
	(unaudited)			(audited)
Assets
Current assets:
Cash	$	~~339~~330,~~213~~211		$	1,025,685
Prepaid expenses		~~376~~236,~~258~~932			499,341
Total current assets		~~715~~567,~~471~~143			1,525,026
Prepaid expenses, non-current		—			99,542
Marketable securities held in Trust Account		~~220~~221,~~807~~552,~~696~~099			220,487,761
Total Assets	$	~~221~~222,~~523~~119,~~167~~242		$	222,112,329
Liabilities and Stockholders’ Deficit
Current liabilities:
Accrued expenses	$	~~211~~222,~~303~~015		$	238,402
Income tax payable		13123,~~858~~790			—
Total current liabilities		~~225~~345,~~161~~805			238,402
Warrant liabilities		21,~~049~~490,~~642~~648			11,255,958
Deferred underwriting payable		7,716,553			7,716,553
Total liabilities		9,~~991~~553,~~356~~006			19,210,913
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 22,047,293 shares at redemption value of approximately $10.00 per share at June 30, 2022 and December 31, 2021		220,551,414			220,472,930
Class A common stock subject to possible redemption, 22,047,293 shares at redemption value of approximately $10.04 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively		221,280,998			220,472,930
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 0 shares issued and outstanding (excluding 22,047,293 shares subject to possible redemption) at June 30, 2022 and December 31, 2021		—			—
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 0 shares issued and outstanding (excluding 22,047,293 shares subject to possible redemption) at September 30, 2022 and December 31, 2021		—			—
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 5,511,823 shares issued and outstanding at June 30, 2022 and December 31, 2021		551			551
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 5,511,823 shares issued and outstanding at September 30, 2022 and December 31, 2021		551			551
Additional paid-in capital		—			—
Accumulated deficit		(98,~~020~~715,~~154~~313	)		(17,572,065	)
Total Stockholders’ Deficit		(98,~~019~~714,~~603~~762	)		(17,571,514	)
Total Liabilities and Stockholders’ Deficit	$	~~221~~222,~~523~~119,~~167~~242		$	222,112,329

The accompanying notes are an integral part of the unaudited condensed financial statements.

GLASS HOUSES ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,			For the Period from January 19, 2021 (Inception) through June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,			For the Period from January 19, 2021 (Inception) through September 30,
	2022			2021			2022			2021
Formation and operating costs	$	~~388~~318,~~205~~012		$	~~466~~288,~~428~~035		$	~~881~~1,~~998~~200,010		$	~~550~~838,~~806~~841
Loss from operations		(~~388~~318,~~205~~012	)		(~~466~~288,~~428~~035	)		(~~881~~1,~~998~~200,010	)		(~~550~~838,~~806~~841	)
Other income (loss)
Warrant issuance costs		—			—			—			(812,974	)
Other expense relating to fair value exceeding amount paid for warrants		—			—			—			(2,363,027	)
Interest earned on marketable securities held in Trust Account		~~297~~994,~~732~~375			72,~~335~~837			~~319~~1,~~935~~314,310			710,~~335~~172
Change in fair value of warrant liabilities		4558,~~361,709~~994			46,~~186~~046,~~087~~499			9,~~206~~765,~~316~~310			410,~~014~~060,~~087~~586
Total other income, net		41,~~659~~553,~~441~~369			46,~~193~~049,~~422~~336			911,~~526~~079,~~251~~620			~~845~~6,~~421~~894,757
Income before income tax provision		41,~~271~~235,~~236~~357			35,~~726~~761,~~994~~301			89,~~644~~879,~~253~~610			~~294~~6,~~615~~055,916
Income tax provision		(13200,~~858~~932	)		—			(13214,~~858~~790	)		—
Net income	$	41,~~257~~034,~~378~~425		$	35,~~726~~761,~~994~~301		$	89,~~630~~664,~~395~~820		$	~~294~~6,~~615~~055,916
Basic and diluted weighted average shares outstanding of Class A, common stock subject to redemption		22,047,293			22,047,293			22,047,293			1316,~~910~~966,~~791~~130
Basic and diluted net income per share of Class A, common stock subject to redemption	$	0.1504		$	0.1421		$	0.3135		$	0.0227
Basic and diluted weighted average shares outstanding of Class B, non-redeemable common stock		5,511,823			5,511,823			5,511,823			5,~~307~~384,~~763~~390
Basic and diluted net income per share of Class B, non-redeemable common stock	$	0.1504		$	0.1421		$	0.3135		$	0.0227

The accompanying notes are an integral part of the unaudited condensed financial statements.

GLASS HOUSES ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three and ~~Six~~Nine Months Ended ~~June~~ September 30, 2022

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2021		—	$	—		5,511,823	$	551	$	—	$	(17,572,065	)	$	(17,571,514	)
Net income		—		—		—		—		—		4,373,017			4,373,017
Balance – March 31, 2022		—	$	—		5,511,823	$	551	$	—	$	(13,199,048	)	$	(13,198,497	)
Accretion of Class A common stock to redemption value		—		—		—		—		—		(78,484	)		(78,484	)
Remeasurement of Class A common stock to redemption value		—		—		—		—		—		(78,484	)		(78,484	)
Net income		—		—		—		—		—		4,257,378			4,257,378
Balance – June 30, 2022		—	$	—		5,511,823	$	551	$	—	$	(9,020,154	)	$	(9,019,603	)
Remeasurement of Class A common stock to redemption value		—		—		—		—		—		(729,584	)		(729,584	)
Net income		—		—		—		—		—		1,034,425			1,034,425
Balance – September 30, 2022		—	$	—		5,511,823	$	551	$	—	$	(8,715,313	)	$	(8,714,762	)

Three Months Ended ~~June~~September 30, 2021 and

For the Period from January 19, 2021 (inception) through ~~June~~September 30, 2021

	Class A Common Stock				Class B Common Stock						Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance – January 19, 2021 (Inception)		—	$	—		—		$	—		$	—		$	—		$	—
Class B common stock issued to Sponsor		—		—		5,750,000			575			24,425			—			25,000
Net loss		—		—		—			—			—			(3,432,379	)		(3,432,379	)
Remeasurement of Class A common stock to redemption value		—		—		—			—			(24,425	)		(25,977,027	)		(26,001,452	)
Balance – March 31, 2021		—		—		5,750,000		$	575		$	—		$	(29,409,406	)	$	(29,408,831	)
Net income		—		—		—			—			—			3,726,994			3,726,994
Forfeiture of Class B common stock		—		—		(238,177	)		(24	)		—			24			—
Balance – June 30, 2021		—		—		5,511,823		$	551		$	—		$	(25,682,388	)	$	(25,681,837	)
Net income		—		—		—			—			—			5,761,301			5,761,301
Balance – September 30, 2021		—		—		5,511,823		$	551		$	—		$	(19,921,087	)	$	(19,920,536	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

GLASS HOUSES ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the Six Months Ended June 30, 2022			For the Period from January 19, 2021 (Inception) through June 30, 2021
	For the Nine Months Ended September 30, 2022			For the Period from January 19, 2021 (Inception) through September 30, 2021
Cash flows from Operating Activities:
Net income	$	89,~~630~~664,~~395~~820		$	~~294~~6,~~615~~055,916
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(~~319~~1,~~935~~314,310	)		(710,~~335~~172	)
Change in fair value of warrant liabilities		(9,~~206~~765,~~316~~310	)		(410,~~014~~060,~~087~~586	)
Warrant issuance costs		—			812,974
Other expense relating to fair value exceeding amount paid for warrants		—			2,363,027
Changes in current assets and current liabilities:
Prepaid expenses		~~222~~361,~~625~~951			(~~797~~793,~~204~~701	)
Income tax payable		13,858			—
Accrued expenses		(16,387	)		217,170
Accrued expenses		(27,099	)		288,199
Income tax payable		123,790			—
Net cash used in operating activities		(~~686~~945,~~472~~446	)		(1,~~059~~415,~~811~~372	)
Cash Flows from Investing Activities:
Cash held in Trust Account		—			(220,472,930	)
Net cash used in investing activities		—			(220,472,930	)
Withdrawal of interest from Trust Account for franchise tax payment		249,972			—
Net cash used in investing activities		249,972			(220,472,930	)
Cash flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriter’s fees		—			216,063,471
Proceeds from private placement		—			7,609,459
Proceeds from issuance of founder shares		—			25,000
Repayment to promissory note to related party		—			(99,360	)
Payments of offering costs		—			(567,910	)
Net cash provided by financing activities		—			223,030,660
Net change in cash		(~~686~~695,~~472~~474	)		1,~~497~~142,~~919~~358
Cash, beginning of the period		1,025,685			-
Cash, end of the period	$	~~339~~330,~~213~~211		$	1,~~497~~142,~~919~~358
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to additional paid in capital	$	—		$	7,716,553
Initial value of Class A common stock subject to possible redemption	$	—		$	194,471,478
Accretion of Class A common stock to redemption value	$	78,484		$	26,001,452
Remeasurement of Class A common stock to redemption value	$	808,068		$	26,001,452
Initial classification of warrant liability	$	—		$	21,729,963
Forfeiture of Class B common stock	$	—		$	24
Deferred offering costs paid by Sponsor loan	$	—		$	99,360

The accompanying notes are an integral part of the unaudited condensed financial statements.

GLASS HOUSES ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS

Organization and General

Glass Houses Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on January 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has not selected any specific Business Combination target.

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to search for a target business that provides critical resources and/or services to the technologies powering the 21st century industrial economy. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company’s fiscal year-end is December 31.

As of ~~June~~September 30, 2022, the Company had not commenced any operations. All activity for the period from January 19, 2021 (inception) through ~~June~~ September 30, 2022 relates to the Company’s formation, the initial public offering (“IPO”), which is described below, and, since the closing of the IPO, a search for a Business Combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of its warrant liability as other income (or expense).

The Company’s sponsor is Glass Houses Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

Financing

The registration statement for the Company’s IPO was declared effective on March 22, 2021 (the “Effective Date”). On March 25, 2021, the Company consummated the IPO of 20,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “public shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000, which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 7,200,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating total gross proceeds of $7,200,000.

Transaction costs amounted to $12,693,922 consisting of $4,409,459 of cash underwriting fees, $7,716,553 of deferred underwriting fees, and $567,910 of other offering costs.

The Company granted the underwriter in the IPO a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On March 30, 2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 Units (the “Over-allotment Units”), generating an aggregate of gross proceeds of $20,472,930, and the Company incurred $409,459 in cash underwriting fees and $716,553 in deferred underwriting fees. Simultaneously with the closing of the over-allotment option, the Company sold an additional 409,459 Private Placement Warrants to the Sponsor at a price of $1.00 per share.

Trust Account

Following the closing of the IPO on March 25, 2021 and the closing of the underwriter’s partial exercise of the over-allotment option on April 1, 2021, $220,472,930 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income taxes, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the initial Business Combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of of the Company’s public shares if the Company does not complete the initial Business Combination within 24 months from the ~~closing~~ closing of the IPO (March 25, 2023, the “Combination Period”), or (ii) with respect to any other provisions relating to the rights of holders of the Class A common stock; and (c) the redemption of the Company’s public shares if the Company is unable to complete the Business Combination within the Combination Period, subject to applicable law.

~~Initial~~On June 20, 2022, pursuant to the trust agreement ~~Business~~dated ~~Combination~~as of March 22, 2021 between the Company and Continental Stock Transfer & Trust Company (“CST”), the trustee of the Trust Account, the Company issued a request to CST to withdraw $156,232 of interest income from the Trust Account for the payment of the Company’s taxes. The proceeds from this withdrawal were deposited into the Company’s operating bank account on July 12, 2022. On September 2, 2022, the Company withdrew another $93,740 of interest income from the Trust Account for the payment of the Company’s taxes.

~~The Company’s~~Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company’s ~~will~~Business ~~provide~~Combination ~~public~~must be ~~stockholders~~ with ~~the~~one ~~opportunity~~or tomore ~~redeem~~target ~~all~~businesses orthat together have a ~~portion~~fair ofmarket ~~their~~value ~~public~~equal ~~shares~~to at least 80% of ~~Class~~the Anet ~~common~~balance ~~stock upon~~in the ~~completion~~Trust Account of(excluding the ~~initial~~amount ~~Business~~of ~~Combination~~deferred ~~either~~underwriting ~~(i)~~discounts inheld ~~connection~~and ~~with~~taxes apayable ~~stockholder~~on ~~meeting~~the ~~called~~income toearned ~~approve~~on the ~~Business Combination~~Trust ~~or (ii~~Account) byat the ~~means~~time of athe ~~tender~~signing ~~offer.~~an ~~The~~agreement ~~decision~~to asenter tointo ~~whether~~a Business Combination. However, the Company will ~~seek~~only ~~stockholder~~complete ~~approval of~~ a ~~proposed~~ Business Combination if orthe ~~conduct~~post-Business aCombination ~~tender~~company ~~offer~~owns ~~will~~or beacquires 50% ~~made~~or bymore of the ~~Company,~~outstanding ~~solely~~voting insecurities ~~its~~of ~~discretion.~~the ~~The~~target ~~stockholders~~or ~~will be entitled to redeem~~otherwise ~~their~~acquires ~~shares for~~ a ~~pro~~controlling ~~rata~~interest ~~share~~in of the ~~aggregate~~target ~~amount~~sufficient ~~then~~for onit ~~deposit~~not into ~~the~~be ~~Trust~~required ~~Account~~to ~~(initially~~register ~~approximately~~as ~~$10.00 per share,~~an ~~plus~~investment ~~any~~company ~~pro~~under ~~rata~~the ~~interest~~Investment Company ~~earned~~Act. onThere ~~the~~is ~~funds~~no ~~held~~assurance inthat the ~~Trust~~Company ~~Account~~will ~~and~~be ~~not~~able ~~previously released~~ to ~~the~~successfully ~~Company~~effect toa ~~pay~~Business ~~its tax obligations)~~Combination.

The ~~shares~~ ofCompany ~~common~~will ~~stock~~provide ~~subject~~public tostockholders ~~redemption~~with the ~~are~~opportunity ~~recorded~~to atredeem all or a ~~redemption~~portion ~~value~~of ~~and~~their ~~classified~~public asshares ~~temporary~~of ~~equity~~Class A common stock upon the completion of the ~~IPO,~~initial Business Combination either (i) in ~~accordance~~connection with ~~Accounting~~a ~~Standards~~stockholder ~~Codification~~meeting called to approve the Business Combination or (~~“ASC”~~ii) ~~Topic~~by ~~480~~means ~~“Distinguishing~~of ~~Liabilities~~a ~~from~~tender ~~Equity~~offer.” InThe ~~such~~decision ~~case,~~as to whether the Company will ~~proceed~~seek ~~with~~stockholder approval of a proposed Business Combination ifor conduct a tender offer will be made by the Company, ~~has~~solely ~~net~~in ~~tangible~~its ~~assets~~discretion. ofThe atstockholders ~~least $5,000,001 upon~~will ~~such~~be ~~consummation~~entitled ofto redeem their shares for a ~~Business~~pro ~~Combination~~rata ~~and,~~share ifof the aggregate amount then on deposit in the ~~Company~~Trust ~~seeks~~Account ~~stockholder~~(initially ~~approval~~approximately $10.00 per share, aplus ~~majority~~any ofpro ~~the~~rata ~~issued~~interest earned ~~and~~on ~~outstanding~~the ~~shares~~funds ~~voted~~held ~~are~~in ~~voted~~the inTrust ~~favor~~Account ofand not previously released to the ~~Business~~Company ~~Combination~~to pay its tax obligations).

~~If the~~The ~~Company~~shares isof ~~unable~~common tostock ~~complete~~subject ~~the~~to ~~initial~~redemption are ~~Business~~recorded ~~Combination~~at ~~within~~a ~~the~~redemption ~~Combination~~value ~~Period,~~and ~~the~~classified ~~Company~~as ~~will:~~temporary ~~(i)~~equity ~~cease~~upon ~~all operations except for~~ the ~~purpose~~completion of ~~winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem~~ the ~~public shares~~IPO, ~~at a per-share price, payable~~ in ~~cash,~~accordance ~~equal~~with toAccounting ~~the aggregate amount then~~Standards onCodification ~~deposit~~(“ASC”) inTopic ~~the~~480 ~~Trust~~“Distinguishing ~~Account~~Liabilities ~~including~~from ~~interest~~Equity.” ~~earned~~In onsuch ~~the~~case, ~~funds held in~~ the ~~Trust~~Company ~~Account~~will ~~and~~proceed with ~~not~~a ~~previously~~Business ~~released~~Combination toif the Company to ~~pay~~has ~~the~~net ~~franchise~~tangible ~~and~~assets ~~income~~of ~~taxes~~at ~~(less~~least ~~up to~~ $~~100~~5,000,001 ofupon ~~interest~~such toconsummation ~~pay dissolution expenses), divided by the number~~ of ~~then outstanding~~a ~~public~~Business ~~shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the~~Combination ~~right to receive further liquidating distributions~~and, if ~~any),~~the ~~subject~~Company toseeks ~~applicable~~stockholder ~~law; and (iii) as promptly as reasonably possible following such redemption~~approval, ~~subject~~a tomajority ~~the approval~~ of the ~~Company’s~~issued ~~remaining stockholders~~ and ~~the~~outstanding ~~board~~shares ofvoted ~~directors,~~are ~~dissolve and~~voted ~~liquidate, subject~~ in ~~each~~favor ~~case to the Company’s obligations under Delaware law to provide for claims~~ of ~~creditors and~~ the ~~requirements~~ ~~of other applicable law~~Business Combination.

~~The~~If the Company is unable to complete the initial ~~Sponsor,~~Business ~~officers~~Combination ~~and~~within ~~directors~~the ~~have~~Combination ~~agreed~~Period, the Company will: (i) tocease ~~waive~~all ~~their~~operations ~~redemption~~except ~~rights~~for ~~with~~the ~~respect~~purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to ~~any~~lawfully ~~founder~~available ~~shares~~funds ~~and~~therefor, ~~any~~redeem the public shares ~~held~~, byat ~~them~~a per-share price, payable in ~~connection~~cash, ~~with~~equal to the ~~completion~~aggregate ofamount ~~the~~then ~~Company’s~~on ~~initial~~deposit ~~Business~~in ~~Combination~~the ~~and~~Trust ~~(ii)~~Account toincluding interest ~~waive~~earned ~~their~~on ~~rights~~the ~~to liquidating~~funds ~~distributions~~held ~~from~~in the Trust Account ~~with~~and ~~respect~~not previously released to ~~any~~the ~~founder~~Company ~~shares~~to ~~held~~pay bythe ~~them~~franchise ifand ~~the~~income ~~Company~~taxes (less ~~fails~~up to ~~complete~~$100,000 of ~~the initial~~interest ~~Business~~to ~~Combination~~pay ~~within~~dissolution expenses), divided by the ~~Combination~~number ~~Period,~~of ~~although~~then ~~they~~outstanding public shares, which redemption will becompletely ~~entitled~~extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if ~~from~~any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the ~~Trust~~approval of ~~Account~~the ~~with~~Company’s ~~respect~~remaining tostockholders ~~any~~and ~~public~~the ~~shares~~board ~~they~~of ~~hold~~directors, ifdissolve and liquidate, subject in each case to the Company’s obligations ~~fails~~under Delaware law to ~~complete~~provide ~~the~~for ~~Business~~claims ~~Combination~~of ~~within~~creditors and the ~~Combination Period~~requirements of other applicable law.

The ~~Company’s~~ Sponsor, ~~has~~officers ~~agreed~~and ~~that~~directors ithave ~~will~~agreed (i) beto ~~liable~~waive totheir ~~the~~redemption ~~Company~~rights ifwith ~~and~~respect to ~~the extent~~ any ~~claims~~founder byshares aand ~~vendor~~any ~~for~~public ~~services~~shares ~~rendered or~~held ~~products sold to the Company, or~~ by athem ~~prospective~~in ~~target~~connection ~~business~~ with ~~which~~ the ~~Company has discussed entering into a transaction~~completion ~~agreement, reduce the amount~~ of ~~funds in~~ the ~~Trust~~Company’s ~~Account~~initial toBusiness ~~below~~Combination ~~(i)~~and ~~$10.00 per public share or~~ (ii) ~~such~~to ~~lesser~~waive ~~amount~~their ~~per~~rights ~~public share~~to ~~held~~liquidating indistributions ~~the~~from ~~Trust Account as of~~ the ~~date of the liquidation of the~~ Trust Account ~~due to reductions in the value of the trust assets,~~ ~~in each case net of the interest which may be withdrawn to pay the franchise and income taxes. This liability will not apply~~ with respect to any ~~claims~~founder byshares aheld ~~third~~by ~~party~~them ~~who~~if ~~executed a waiver of any and all rights to seek access to~~ the ~~Trust~~Company ~~Account~~fails ~~and except as~~ to ~~any~~complete ~~claims under~~ the ~~indemnity~~initial ofBusiness ~~the~~Combination ~~underwriter~~within of the ~~IPO against certain liabilities, including liabilities under the Securities~~Combination ~~Act of 1933~~Period, asalthough ~~amended~~they ~~(the~~will ~~“Securities~~be ~~Act”).~~entitled ~~Moreover, in the event that an executed waiver is deemed~~ to beliquidating ~~unenforceable against~~distributions afrom ~~third party, then~~ the ~~Sponsor~~Trust ~~will~~Account ~~not~~with berespect ~~responsible~~ to ~~the extent of~~ any ~~liability~~public ~~for~~shares ~~such~~they ~~third-party claims. To the Company’s~~hold ~~knowledge,~~if the ~~Sponsor’s only assets are securities of the~~ Company. ~~The~~fails ~~Company has not asked the Sponsor~~ to ~~reserve~~complete ~~for such indemnification obligations. None of~~ the ~~Company’s~~Business ~~officers~~Combination ~~will~~within ~~indemnify~~ the ~~Company~~Combination ~~for claims by third parties including, without limitation, claims by vendors and prospective target businesses~~Period.

~~Going~~The Company’s Sponsor has agreed that it ~~Concern~~will be liable to the Company if and ~~Liquidity~~to the extent any claims by a vendor for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the franchise and income taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. To the Company’s knowledge, the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such indemnification obligations. None of the Company’s officers will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~As of June~~Going ~~30,~~Concern ~~2022, the Company had approximately $0.3 million in its operating bank account~~ and ~~working capital of approximately $0.8 million.~~Liquidity

~~Prior to~~As ~~the completion~~ of September ~~the~~30, ~~IPO~~2022, the Company’s ~~liquidity needs~~ had approximately ~~been satisfied through a payment from the Sponsor of~~ $~~25,000~~0.3 ~~(see Note~~million 5)in ~~for~~its ~~the~~operating ~~founder~~bank ~~shares~~account ~~to cover certain offering costs~~ and ~~the~~working ~~loan~~capital ~~under an unsecured promissory note from the Sponsor~~ of approximately $~~99,160~~0.5 million (~~see Note~~excluding ~~5).~~income ~~The~~tax ~~promissory~~payable ~~note from the Sponsor was paid in full on March 26, 2021. Subsequent to the consummation of the IPO~~ and ~~Private Placement,~~franchise ~~the~~tax ~~Company’s liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account~~payable).

~~In addition~~Prior to the completion of the IPO, inthe ~~order~~Company’s liquidity toneeds ~~finance~~had ~~transaction~~been ~~costs~~satisfied inthrough ~~connection~~a ~~with~~payment anfrom ~~intended~~the ~~initial~~Sponsor ~~Business~~of ~~Combination~~$25,000 (see Note 5) for the ~~Company’s~~founder ~~Sponsor~~shares to cover certain oroffering costs and the loan under an ~~affiliate~~unsecured ofpromissory note from the Sponsor orof ~~certain~~$99,160 (see ofNote 5). The promissory note from the ~~Company’s~~Sponsor ~~officers~~was ~~and~~paid ~~directors~~in ~~may,~~full ~~but~~on ~~are~~March ~~not~~26, ~~obligated~~2021. Subsequent to, ~~provide~~the consummation of the ~~Company Working~~IPO ~~Capital~~and ~~Loans~~Private Placement, asthe ~~defined~~Company’s ~~below~~liquidity needs ~~(see~~have ~~Note~~been ~~5).~~satisfied Tothrough ~~date,~~the ~~there~~proceeds ~~were~~from nothe ~~amounts~~consummation ~~outstanding~~of ~~under~~the ~~any~~Private ~~Working~~Placement ~~Capital~~not ~~Loans~~held in the Trust Account.

~~On April~~In 11addition, ~~2022,~~in ~~the~~order ~~Company and the Sponsor entered into a promissory note, pursuant~~ to ~~which~~finance ~~the~~transaction ~~Sponsor committed to provide up to~~costs ~~$200,000~~ in ~~loans~~connection towith ~~the~~an ~~Company~~intended ~~for~~initial ~~working~~Business ~~capital~~Combination, ~~purposes.~~the ~~The~~ Company’s ~~can~~Sponsor ~~draw~~or ~~down~~an onaffiliate ~~such~~of ~~maximum~~the ~~amount~~Sponsor ~~during~~or ~~the~~certain ~~term~~ of the ~~promissory~~Company’s ~~note.~~officers ~~The loan is non-interest bearing~~ and ~~payable~~directors bymay, ~~the~~but ~~Company~~are onnot ~~the~~obligated ~~earlier of: (i) March 25~~to, ~~2023~~ ~~or (ii)~~provide the ~~date on which the~~ Company ~~consummates~~Working aCapital ~~merger~~Loans, ~~capital~~as ~~stock~~defined ~~exchange,~~below (see ~~asset~~Note ~~acquisition,~~5). ~~stock~~To ~~purchase~~date, ~~reorganization~~there ~~or similar~~were ~~business~~no ~~combination~~amounts ~~with~~outstanding ~~one~~under orany ~~more~~Working ~~businesses~~Capital Loans.

~~In connection~~On ~~with~~April 11, 2022, the Company’s ~~assessment~~and ~~of going concern considerations in accordance with~~ the ~~Financial Accounting Standards~~Sponsor ~~Board’s~~entered ~~(“FASB”)~~into ~~Accounting~~a ~~Standards~~promissory ~~Update (“ASU”) 2014-15~~note, ~~“Disclosures~~pursuant ofto ~~Uncertainties~~which ~~about an~~the ~~Entity’s~~Sponsor ~~Ability~~committed to ~~Continue~~provide asup ato ~~Going Concern~~$200,”000 in ~~management~~loans ~~determined~~to ~~that~~ the ~~liquidity~~Company ~~condition and date~~ for ~~mandatory~~working ~~liquidation~~capital ~~and~~purposes. ~~dissolution~~The ~~raise substantial doubt about the~~ Company’s ~~ability~~can todraw ~~continue~~down ason asuch ~~going~~maximum ~~concern~~amount ~~through~~during ~~March 25, 2023,~~ the ~~scheduled~~term ~~liquidation date~~ of the ~~Company~~promissory ifnote. itThe ~~does~~loan ~~not~~is ~~complete~~non-interest ~~a Business Combination prior to such date. These unaudited~~bearing ~~condensed~~and ~~financial~~payable ~~statements~~by dothe ~~not~~Company ~~include~~on ~~any~~the ~~adjustments~~earlier ~~relating~~of: to(i) ~~the~~March 25, 2023 ~~recovery~~or of(ii) the ~~recorded~~date ~~assets~~on orwhich the ~~classification~~Company ofconsummates a merger, ~~the~~capital ~~liabilities~~stock ~~that~~exchange, ~~might~~asset beacquisition, ~~necessary~~stock ~~should~~purchase, ~~the~~reorganization ~~Company~~or besimilar ~~unable~~business tocombination ~~continue~~with asone aor ~~going~~more ~~concern~~businesses.

~~Risks and Uncertainties~~7

~~Management continues~~On toJune ~~evaluate~~20, ~~the~~2022, ~~impact~~pursuant ofto the ~~COVID-19~~trust ~~pandemic~~agreement dated ~~and~~as ~~has~~of ~~concluded~~March ~~that~~22, ~~while~~2021 itbetween isthe ~~reasonably~~Company ~~possible~~and ~~that~~CST, the ~~virus~~trustee ~~could have~~of athe ~~negative~~Trust ~~effect~~Account, on the Company’s ~~financial~~issued ~~position,~~a ~~results~~request ofto ~~its~~CST ~~operations~~to withdraw $156,232 of ~~cash~~interest ~~flows~~income ~~and/or~~from ~~search~~the Trust Account for athe ~~target~~payment ~~company,~~ of the ~~specific~~Company’s ~~impact~~taxes. isThe ~~not~~proceeds ~~readily~~from ~~determinable~~this aswithdrawal were ofdeposited into the ~~date~~Company’s ofoperating ~~the~~bank ~~financial~~account ~~statements~~on July 12, 2022. ~~The~~On ~~financial~~September ~~statements~~2, do2022, ~~not~~the ~~include~~Company ~~any adjustments~~withdrew ~~that~~another ~~might~~$93,740 of ~~result~~interest income from the ~~outcome~~Trust Account for the payment of ~~this~~the ~~uncertainty~~Company’s taxes.

7In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through March 25, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~NOTE 2.~~Risks ~~SUMMARY~~and ~~OF SIGNIFICANT ACCOUNTING POLICIES~~Uncertainties

~~Basis~~Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of ~~Presentation~~its operations, cash flows and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise ~~accompanying~~tax ~~unaudited~~on ~~condensed~~certain ~~financial~~repurchases ~~statements~~of ~~are~~stock ~~presented~~by inpublicly traded U.S. ~~dollars~~domestic incorporations ~~conformity~~and ~~with~~certain ~~accounting~~U.S. ~~principles~~domestic ~~generally~~subsidiaries of publicly traded ~~accepted~~foreign incorporations ~~the~~occurring ~~United~~on ~~States~~or ofafter ~~America~~January ~~(“GAAP”)~~1, ~~for~~2023. ~~interim~~The ~~financial~~excise ~~information~~tax ~~and~~is ~~pursuant~~imposed toon the ~~SEC’s~~repurchasing ~~rules and~~corporation ~~regulations~~itself, ~~found~~not inits shareholders ~~Article~~from 8which ofshares ~~Regulation~~are ~~S-X~~repurchased. ~~Accordingly,~~The ~~they~~amount doof ~~not~~the ~~include~~excise ~~all~~tax is generally 1% of the ~~information~~fair ~~and~~market ~~footnotes~~value ~~required by~~of ~~GAAP.~~the Inshares repurchased at the ~~opinion~~time of ~~management,~~ the ~~unaudited~~repurchase. ~~condensed~~However, ~~financial~~for ~~statements~~purposes ~~reflect~~of ~~all~~calculating ~~adjustments~~the excise tax, ~~which~~repurchasing ~~include~~corporations ~~only~~are ~~normal~~permitted to net the ~~recurring~~fair ~~adjustments~~market ~~necessary~~value ~~for~~of certain new stock issuances against the fair ~~statement~~market value of stock repurchases during the ~~balances~~same ~~and~~taxable ~~results~~year. ~~for~~In addition, certain exceptions apply to the ~~period~~excise ~~presented~~tax. ~~Operating~~The ~~results~~U.S. ~~for~~Department of the ~~three~~ ~~and~~Treasury ~~six~~(the ~~months~~“Treasury”) ~~ended~~has ~~June~~been ~~30,~~given ~~2022~~authority to ~~are~~provide ~~not~~regulations ~~necessarily~~and ~~indicative~~other ofguidance to carry out and prevent the ~~results~~abuse ~~that~~or ~~may~~avoidance beof ~~expected~~the ~~through~~excise ~~December 31, 2022~~tax.

~~The accompanying~~Any ~~unaudited~~redemption ~~condensed~~or ~~financial~~other ~~statements~~repurchase ~~should~~that beoccurs after ~~read~~December 31, 2022, in ~~conjunction~~connection with ~~the~~a ~~Company’s~~Business ~~Annual~~Combination, ~~Report~~extension onvote ~~Form~~or ~~10-K~~otherwise, may be subject to the excise tax. Whether ~~for~~and to what extent the ~~year~~Company ~~ended~~would ~~December~~be 31subject to the excise tax in connection with a Business Combination, ~~2021~~extension vote or otherwise would depend on a number of factors, asincluding ~~filed~~(i) the fair market value of the redemptions and repurchases in connection with the ~~SEC~~Business Combination, onextension ~~April~~or 13otherwise, ~~2022~~(ii) the structure of the Business Combination, (~~our~~iii) ~~“Annual~~the ~~Report~~nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

~~Emerging Growth~~NOTE ~~Company~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The Company~~Basis ~~is an “emerging growth company,” as defined in Section 2(a)~~ of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.Presentation

~~Further, Section 102(b)(1)~~The ofaccompanying ~~the~~unaudited ~~JOBS~~condensed ~~Act~~financial statements ~~exempts~~are ~~emerging~~presented ~~growth~~in ~~companies~~U.S. ~~from~~dollars ~~being~~in ~~required~~conformity ~~to comply~~ with ~~new or revised financial~~ accounting ~~standards~~principles ~~until~~generally ~~private~~accepted ~~companies~~in ~~(that~~the ~~is,~~United ~~those~~States ~~that have not had a Securities Act registration statement declared effective or do not have a class~~ of ~~securities~~America ~~registered under the Exchange Act~~(“GAAP”) for ~~are~~interim ~~required to comply with the new or revised~~ financial ~~accounting standards.~~information ~~The~~and ~~JOBS~~pursuant ~~Act provides that a company can elect~~ to ~~opt out of~~ the ~~extended~~SEC’s ~~transition~~rules ~~period~~ and ~~comply~~regulations ~~with~~found ~~the~~in ~~requirements that~~Article ~~apply~~8 toof ~~non-emerging~~Regulation ~~growth companies but any such election to opt out is irrevocable~~S-X. ~~The~~Accordingly, they ~~Company~~do ~~has elected~~ not toinclude ~~opt~~all ~~out~~ of ~~such~~ ~~extended~~the ~~transition~~information ~~period which means that when a standard is issued or revised~~ and itfootnotes ~~has~~required ~~different~~by ~~application~~GAAP. ~~dates~~In ~~for~~the ~~public or~~opinion ~~private~~of ~~companies~~management, the ~~Company,~~unaudited ascondensed anfinancial statements ~~emerging~~reflect ~~growth~~all ~~company~~adjustments, ~~can~~which ~~adopt~~include ~~the~~only ~~new~~normal orrecurring ~~revised~~adjustments ~~standard~~necessary atfor the ~~time~~fair ~~private~~statement ~~companies adopt the new or revised standard. This may make comparison~~ of the ~~Company’s~~balances ~~financial statement with another public company which~~and isresults ~~neither~~for anthe ~~emerging~~period ~~growth~~presented. ~~company~~Operating ~~nor~~results anfor ~~emerging~~the ~~growth~~three ~~company~~and ~~which~~nine ~~has~~months ~~opted~~ended ~~out~~September of30, ~~using~~2022 ~~the~~are ~~extended~~not ~~transition~~necessarily ~~period difficult~~indicative ~~or impossible because~~ of the ~~potential~~results ~~differences~~that inmay ~~accounting~~be ~~standards~~expected ~~used~~through December 31, 2022.

~~Use of Estimates~~8

The ~~preparation~~ ofaccompanying ~~the~~ unaudited condensed financial statements inshould ~~conformity~~be ~~with~~read ~~GAAP~~in ~~requires~~conjunction ~~management~~with ~~to make estimates and assumptions that affect~~ the ~~reported~~Company’s ~~amounts~~Annual ofReport ~~assets~~on ~~and~~Form ~~liabilities~~10-K ~~and~~for ~~disclosure~~the ofyear ~~contingent~~ended ~~assets~~December ~~and~~31, ~~liabilities~~2021, atas filed ~~the~~with ~~date of~~ the ~~balance sheet.~~SEC ~~Actual~~on ~~results~~April ~~could~~13, ~~differ~~2022 ~~from~~(our ~~those~~“Annual ~~estimates~~Report”).

~~Making estimates~~Emerging ~~requires~~Growth management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.Company

~~Cash~~The Company is an “emerging growth company,” ~~and~~as defined in Section 2(a) of the Securities ~~Held~~Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in ~~Trust~~its ~~Account~~periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

AtFurther, Section 102(b)(1) of the JOBS Act ~~June~~exempts ~~30,~~emerging ~~2022~~growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ~~assets~~Exchange ~~held~~Act) inare required to comply with the ~~Trust~~new ~~Account~~or ~~consisted~~revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of ~~$220,807,449 held~~the inextended ~~mutual~~transition ~~funds~~period ~~invested~~and incomply Uwith the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.S. ~~Treasury~~The ~~securities~~Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and ~~$247 held~~it inhas ~~cash.~~different Atapplication ~~December~~dates 31for public or private companies, ~~2021~~the Company, as an emerging growth company, can adopt the ~~assets~~new ~~held~~or inrevised standard at the ~~Trust~~time ~~Account~~private ~~consisted~~companies adopt the new or revised standard. This may make comparison of ~~$220,487,514~~the ~~held~~Company’s infinancial ~~mutual~~statement ~~funds~~with another public company which is neither an emerging growth company nor an emerging growth ~~invested~~company inwhich ~~U.S.~~has ~~Treasury~~opted ~~securities~~out ~~and~~of ~~$247~~using ~~held~~the extended transition period difficult or impossible because of the potential differences in ~~cash~~accounting standards used.

8Use of Estimates

~~Fair~~The preparation of the unaudited condensed financial ~~Value~~statements ~~Measurements~~in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

~~Fair value~~Making isestimates ~~defined~~requires asmanagement ~~the~~to ~~price~~exercise significant ~~that~~judgment. ~~would~~It beis ~~received~~at ~~for~~least ~~sale~~reasonably ofpossible anthat ~~asset~~the orestimate ~~paid~~of ~~for~~the ~~transfer~~effect of a ~~liability~~condition, insituation anor ~~orderly~~set ~~transaction~~of circumstances ~~between~~that ~~market~~existed ~~participants~~ at the ~~measurement~~ date. ~~GAAP~~of ~~establishes~~the afinancial ~~three-tier fair value hierarchy~~statements, which ~~prioritizes~~management ~~the~~considered ~~inputs used~~ in ~~measuring~~formulating ~~fair~~its ~~value.~~estimate, ~~The~~could ~~hierarchy~~change ~~gives~~in the ~~highest~~near term ~~priority~~due to ~~unadjusted~~one ~~quoted prices in active markets for identical assets~~ or ~~liabilities~~more ~~(Level~~future 1confirming ~~measurements) and the lowest priority to unobservable inputs (Level 3 measurements)~~events. ~~These tiers include:~~

●Cash ~~Level~~and 1,Securities ~~defined~~Held ~~as observable inputs such as quoted prices (unadjusted) for identical instruments~~ in ~~active~~Trust ~~markets;~~Account

●At ~~Level~~September 230, ~~defined~~2022, asthe ~~inputs~~assets ~~other~~held ~~than~~in ~~quoted~~the Trust ~~prices~~Account consisted of $221,551,851 held in ~~active~~mutual ~~markets~~funds ~~that~~invested ~~are~~in ~~either~~U.S. ~~directly~~Treasury orsecurities ~~indirectly~~and ~~observable~~$248 held ~~such~~in ascash. ~~quoted~~At December ~~prices~~31, ~~for~~2021, ~~similar~~the ~~instruments~~assets held in ~~active~~the ~~markets~~Trust orAccount ~~quoted~~consisted ~~prices~~of ~~for~~$220,487,514 held ~~identical~~in ormutual ~~similar~~funds ~~instruments~~invested in ~~markets~~U.S. ~~that~~Treasury securities ~~are~~and ~~not~~$247 held ~~active;~~in ~~and~~cash.

●Fair ~~Level~~Value 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.Measurements

~~In some~~Fair ~~circumstances,~~value is defined as the ~~inputs~~price ~~used~~that towould be ~~measure~~received ~~fair~~for ~~value~~sale ~~might~~of bean ~~categorized~~asset ~~within~~or ~~different~~paid ~~levels~~for transfer of ~~the~~a ~~fair~~liability, ~~value~~in ~~hierarchy.~~an ~~In those~~orderly ~~instances,~~transaction between market participants at the measurement date. GAAP establishes a three-tier fair value ~~measurement~~hierarchy, iswhich ~~categorized~~prioritizes inthe ~~its~~inputs ~~entirety~~used in ~~the~~measuring fair value. The hierarchy ~~based~~gives the onhighest ~~the~~priority ~~lowest~~to ~~level~~unadjusted ~~input that~~quoted isprices ~~significant~~in toactive ~~the~~markets ~~fair~~for ~~value~~identical ~~measurement.~~assets ~~See~~or ~~Note~~liabilities 7(Level ~~for~~1 ~~details~~measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

~~The fair~~● ~~value~~Level ~~of the Company’s certain assets and liabilities~~1, ~~which~~defined ~~qualify~~ as ~~financial~~observable ~~instruments~~inputs ~~under~~such ~~ASC~~as ~~820,~~quoted ~~“Fair~~prices ~~Value Measurements~~(unadjusted) ~~and~~for ~~Disclosures,”~~identical ~~approximates~~instruments ~~the carrying amounts represented~~ in ~~the~~active balance sheet. The fair values of cash and cash equivalents, prepaid expenses, and accrued expenses are estimated to approximate the carrying values as of June 30, 2022 and December 31, 2021 due to the short maturities of such instruments.markets;

~~Common Stock Subject to Possible Redemption~~9

~~The Company~~● ~~accounts~~Level ~~for~~2, ~~its~~defined ~~Class~~as Ainputs ~~common~~other ~~stock~~than ~~subject~~quoted toprices ~~possible redemption~~ in ~~accordance~~active ~~with~~markets ~~the~~that ~~guidance~~are ineither ~~Accounting~~directly ~~Standards Codification~~or ~~ASC~~indirectly ~~Topic~~observable ~~480~~such ~~“Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified~~ as aquoted ~~liability~~prices ~~instrument~~for ~~and~~similar ~~are~~instruments ~~measured~~in atactive ~~redemption~~markets ~~value.~~or ~~Conditionally~~quoted ~~redeemable~~prices ~~common~~for ~~stock~~identical ~~(including common~~or ~~stock~~similar ~~that~~instruments ~~features~~in ~~redemption~~markets ~~rights~~ that isare ~~either within the control of the holder or subject to redemption upon the occurrence of uncertain events~~ not ~~solely~~active; ~~within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity.~~and

~~All of~~● ~~the 22~~Level 3,~~047,293 shares~~ ofdefined ~~Class A common stock sold~~ as ~~part~~unobservable ofinputs ~~the Units~~ in ~~the IPO contain a redemption feature~~ which ~~allows~~ ~~for~~little ~~the~~or ~~redemption~~no ofmarket ~~such~~data ~~public shares in connection with the Company’s liquidation~~exists, iftherefore ~~there~~requiring isan aentity ~~stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments~~ to ~~the~~develop ~~Company’s amended and restated certificate of incorporation. In accordance with the Securities and Exchange Commission (the “SEC”) and~~ its ~~staff’s~~ ~~guidance~~own onassumptions, ~~redeemable~~such ~~equity~~as ~~instruments,~~valuations ~~which~~derived ~~has~~from ~~been~~valuation ~~codified~~techniques in ~~ASC~~which ~~480-10-S99,~~one ~~redemption~~or ~~provisions~~more ~~not~~significant ~~solely within~~inputs ~~the~~or ~~control~~significant ofvalue ~~the~~drivers ~~Company~~are ~~require common stock subject to redemption to be classified outside of permanent equity~~unobservable. ~~Therefore, all Class A common stock has been classified outside of permanent equity.~~

~~The Company~~In ~~recognizes~~some ~~changes~~circumstances, inthe ~~redemption~~inputs used to measure fair value ~~immediately~~might asbe ~~they~~categorized ~~occur~~within ~~and~~different ~~adjusts~~levels of the ~~carrying~~fair value ofhierarchy. ~~redeemable~~In ~~common~~those ~~stock~~instances, ~~to equal~~ the ~~redemption~~fair value atmeasurement ~~the~~is categorized ~~end~~in ofits ~~each~~entirety ~~reporting~~in ~~period.~~the ~~Increases~~fair orvalue ~~decreases~~hierarchy inbased on the ~~carrying~~lowest ~~amount~~level ofinput ~~redeemable~~that ~~common~~is ~~stock are~~significant ~~affected~~to bythe ~~charges~~fair ~~against~~value ~~additional~~measurement. See ~~paid~~Note in7 ~~capital~~for ~~and accumulated deficit~~details.

As The fair value of ~~June~~the 30Company’s certain assets and liabilities, ~~2022~~which qualify as financial instruments under ASC 820, ~~the~~“Fair ~~Class~~Value AMeasurements ~~common~~and ~~stock~~Disclosures,” ~~reflected~~approximates the oncarrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, and accrued expenses are ~~reconciled~~estimated into approximate the ~~following~~carrying ~~table:~~values as of September 30, 2022 and December 31, 2021 due to the short maturities of such instruments.

Gross proceeds from IPO	$	220,472,930
Less:
Proceeds allocated to Public Warrants		(14,120,504	)
Class A common stock issuance costs		(11,880,948	)
Plus:
Remeasurement of carrying value to redemption value		26,079,936
Class A common stock subject to possible redemption	$	220,551,414

Common Stock Subject to Possible Redemption

AsThe ofCompany ~~December~~accounts ~~31,~~for ~~2021,~~its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument ~~reflected~~and onare measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the ~~balance~~control ~~sheet~~of ~~are~~the ~~reconciled~~holder inor subject to redemption upon the ~~following~~occurrence ~~table:~~of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity.

Gross proceeds from IPO	$	220,472,930
Less:
Proceeds allocated to Public Warrants		(14,120,504	)
Class A common stock issuance costs		(11,880,948	)
Plus:
Remeasurement of carrying value to redemption value		26,001,452
Class A common stock subject to possible redemption	$	220,472,930

All of the 22,047,293 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity.

9The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

~~Net~~As of September 30, 2022, the Class A common stock ~~Income~~reflected ~~Per~~on ~~Share~~the ofbalance ~~Common~~sheet ~~Stock~~are reconciled in the following table:

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 18,633,106 potential common shares for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and six months ended June 30, 2022 and for the three months ended June 30, 2021 and for the period from January 19, 2021 (inception) through June 30, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per common share is the same as basic net income per common share for such periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:

Gross proceeds from IPO	$	220,472,930
Less:
Proceeds allocated to Public Warrants		(14,120,504	)
Class A common stock issuance costs		(11,880,948	)
Plus:
Remeasurement of carrying value to redemption value		26,809,520
Class A common stock subject to possible redemption	$	221,280,998

	Three Months Ended June 30, 2022				Three Months Ended June 30, 2021				Six Months Ended June 30, 2022				For the Period from January 19, 2021 (Inception) through June 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	3,405,902	$	851,476	$	2,981,595		745,399	$	6,904,316	$	1,726,079	$	213,248	$	81,367
Denominator:
Weighted-average shares outstanding		22,047,293		5,511,823		22,047,293		5,511,823		22,047,293		5,511,823		13,910,791		5,307,763
Basic and diluted net income per share	$	0.15	$	0.15	$	0.14		0.14	$	0.31	$	0.31	$	0.02	$	0.02

~~Offering Costs~~As ~~associated~~of ~~with~~December 31, 2021, the ~~Initial~~Class ~~Public~~A ~~Offering~~common stock reflected on the balance sheet are reconciled in the following table:

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Accordingly, as of March 31, 2021, offering costs of $12,693,922 (consisting of $4,409,459 of underwriting commissions, $7,716,553 of deferred underwriters’ commission, and $567,910 other cash offering costs) have been incurred. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities is expensed, and offering costs associated with the Class A common stock are charged to the stockholders’ equity. Accordingly, $812,974 of offering costs associated with warrant liabilities is expensed in the statement of operations for the period from January 19, 2021 (inception) through March 31, 2021.

Gross proceeds from IPO	$	220,472,930
Less:
Proceeds allocated to Public Warrants		(14,120,504	)
Class A common stock issuance costs		(11,880,948	)
Plus:
Remeasurement of carrying value to redemption value		26,001,452
Class A common stock subject to possible redemption	$	220,472,930

~~Derivative Financial~~Net ~~Instruments~~Income Per Share of Common Stock

The Company ~~evaluates~~has ~~its~~two ~~financial~~classes ~~instruments~~of toshares, ~~determine~~which ifare referred ~~such~~to ~~instruments~~as ~~are~~Class ~~derivatives~~A orcommon ~~contain~~stock ~~features~~and ~~that~~Class ~~qualify~~B ascommon ~~embedded derivatives~~stock. inEarnings ~~accordance~~and ~~with~~losses ~~ASC~~are ~~Topic~~shared ~~815,~~pro ~~“Derivatives~~rata ~~and~~between ~~Hedging”~~the two classes of shares. ~~Derivative~~The 18,633,106 potential ~~instruments~~common ~~are~~shares ~~recorded~~for atoutstanding ~~fair~~warrants ~~value on~~to purchase the ~~grant~~Company’s ~~date~~stock ~~and~~were ~~re-valued~~excluded from atdiluted ~~each~~earnings ~~reporting~~per ~~date,~~share ~~with~~for ~~changes~~the inthree ~~the~~and ~~fair~~nine ~~value~~months ~~reported~~ended inSeptember ~~the~~30, ~~statements~~2022 ofand ~~operations.~~for ~~Derivative assets~~the ~~and~~three ~~liabilities~~months ~~are~~ended ~~classified~~September on30, 2021 and for the ~~balance~~period ~~sheet~~from asJanuary ~~current~~19, or2021 ~~non-current~~(inception) ~~based~~through onSeptember ~~whether~~30, or2021 ~~not~~because ~~net-cash~~the ~~settlement~~warrants orare ~~conversion of~~contingently exercisable, and the ~~instrument~~contingencies ~~could~~have benot ~~required~~yet ~~within~~been 12met. ~~months~~As ofa ~~the~~result, ~~balance~~diluted ~~sheet~~net ~~date.~~income ~~The~~per ~~Company~~common ~~has~~share ~~determined~~is the ~~warrants~~same ~~are~~as abasic ~~derivative instrument~~net ~~and~~income ~~should~~per becommon ~~accounted~~ share for assuch ~~liabilities~~periods. The Astable ~~such,~~below ~~the~~presents ~~Company~~a ~~recognizes~~reconciliation of the ~~warrant~~numerator ~~liabilities~~and atdenominator ~~fair~~used ~~value~~to atcompute ~~each reporting~~basic ~~period~~ and ~~records~~diluted ~~the~~net income ~~change~~per inshare ~~fair~~for ~~value~~each inclass ~~the statements~~ of ~~operations.~~common stock:

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate initial public offering proceeds from the Units between Class A common stock and warrants, using the residual method by allocating initial public offering proceeds first to fair value of the warrants and then the Class A common stock.

	Three Months Ended September 30, 2022				Three Months Ended September 30, 2021				Nine Months Ended September 30, 2022				For the Period from January 19, 2021 (Inception) through September 30, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	827,540	$	206,885	$	4,609,041		1,152,260	$	7,731,856	$	1,932,964	$	4,597,005	$	1,458,911
Denominator:
Weighted- average shares outstanding		22,047,293		5,511,823		22,047,293		5,511,823		22,047,293		5,511,823		16,966,130		5,384,390
Basic and diluted net income per share	$	0.04	$	0.04	$	0.21		0.21	$	0.35	$	0.35	$	0.27	$	0.27

~~Income Taxes~~Offering Costs associated with the Initial Public Offering

The Company ~~accounts~~complies ~~for~~with ~~income~~the ~~taxes~~requirements ~~under~~of the ASC ~~740,~~340-10-S99-1 ~~“Income~~and ~~Taxes.”~~SEC ~~ASC~~Staff ~~740,~~Accounting ~~Income~~Bulletin ~~Taxes,~~(“SAB”) ~~requires~~Topic ~~the~~5A ~~recognition~~- “Expenses of ~~deferred~~Offering”. Offering costs ~~tax~~consist ~~assets~~principally of professional and ~~liabilities~~registration ~~for~~fees ~~both~~incurred through the ~~expected~~balance ~~impact~~sheet ofdate ~~differences~~that ~~between~~are related to the ~~unaudited~~IPO. ~~condensed~~Accordingly, as ~~financial~~of ~~statements~~March ~~and~~31, ~~tax~~2021, ~~basis~~ offering costs of ~~assets~~$12,693,922 (consisting ~~and~~of ~~liabilities~~$4,409,459 of underwriting commissions, $7,716,553 of deferred underwriters’ commission, and ~~for~~$567,910 other ~~the~~cash ~~expected~~offering ~~future~~costs) ~~tax~~have ~~benefit~~been toincurred. beOffering ~~derived~~costs ~~from~~are ~~tax~~allocated to ~~loss~~the ~~and~~separable ~~tax~~financial ~~credit~~instruments ~~carry~~issued ~~forwards.~~in ~~ASC~~the ~~740 additionally~~IPO ~~requires~~based on a ~~valuation~~relative ~~allowance~~fair value basis compared to betotal ~~established~~proceeds ~~when~~received. itOffering costs associated with warrant liabilities is ~~more~~expensed, ~~likely~~and ~~than~~offering ~~not~~costs ~~that~~associated ~~all~~with orthe aClass ~~portion~~A common stock are charged to the stockholders’ equity. Accordingly, $812,974 of ~~deferred~~offering ~~tax~~costs ~~assets~~associated with warrant liabilities is expensed in the statement ~~will~~of ~~not~~operations befor ~~realized~~the period from January 19, 2021 (inception) through March 31, 2021.

As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.32% and 0.16% for the three and six months ended June 30, 2022, 0.00% for three months ended June 30, 2021 and 0.00% for the period from January 19, 2021 (inception) through June 30, 2021. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022, due to changes in fair of warrant liabilities, and the valuation allowance on the deferred tax assets.11

10Derivative Financial Instruments

~~ASC~~The Company evaluates its financial instruments ~~740~~to ~~also~~determine ~~clarifies~~if ~~the~~such ~~accounting~~instruments ~~for~~are ~~uncertainty~~derivatives inor ~~income~~contain ~~taxes~~features ~~recognized~~that qualify as embedded derivatives in anaccordance ~~enterprise’s~~with ~~financial~~ASC ~~statements~~Topic 815, “Derivatives and ~~prescribes a~~Hedging”. ~~recognition~~Derivative ~~threshold~~instruments ~~and~~are ~~measurement~~recorded ~~process~~at ~~for~~fair ~~financial~~value ~~statement~~on ~~recognition~~the grant date and ~~measurement~~re-valued ofat aeach reporting ~~tax~~date, ~~position~~with ~~taken~~changes orin ~~expected to~~the befair ~~taken~~value reported in athe ~~tax~~statements ~~return~~of operations. ~~For~~Derivative ~~those~~assets ~~benefits~~and toliabilities beare ~~recognized,~~classified on athe ~~tax~~balance ~~position~~sheet ~~must~~as becurrent ~~more~~or non-~~likely-than-~~current based on whether or not tonet-cash besettlement ~~sustained~~or ~~upon~~conversion ~~examination~~of the instrument could be required bywithin ~~taxing~~12 ~~authorities~~months of the balance sheet date. ~~ASC~~The ~~740~~Company ~~also~~has ~~provides~~determined ~~guidance~~the onwarrants ~~derecognition,~~are ~~classification,~~a ~~interest~~derivative instrument and ~~penalties,~~should ~~accounting~~be ~~in interim~~accounted ~~period~~for as liabilities. As such, ~~disclosure~~the Company recognizes the warrant liabilities at fair value at each reporting period and ~~transition~~records the change in fair value in the statements of operations.

~~The Company~~FASB ~~recognizes~~ASC ~~accrued~~470-20, ~~interest~~“Debt with Conversion and Other ~~penalties~~Options,” ~~related~~addresses tothe ~~unrecognized~~allocation ~~tax~~of ~~benefits~~proceeds asfrom ~~income~~the ~~tax~~issuance ~~expense.~~of ~~There~~convertible ~~were~~debt nointo ~~unrecognized tax~~its ~~benefits~~equity and nodebt ~~amounts~~components. The ~~accrued~~Company ~~for~~applies ~~interest~~this ~~and~~guidance ~~penalties~~to asallocate ofinitial ~~June~~public ~~30,~~offering ~~2022~~proceeds ~~and~~from ~~December~~the ~~31,~~Units ~~2021.~~between ~~The~~Class ~~Company~~A iscommon ~~currently~~stock ~~not~~and warrants, ~~aware~~using ofthe ~~any~~residual ~~issues~~method ~~under~~by ~~review~~allocating ~~that~~initial ~~could~~public ~~result~~offering inproceeds ~~significant~~first ~~payments,~~to ~~accruals~~fair orvalue ~~material~~of ~~deviation~~the ~~from~~warrants ~~its~~and ~~position~~then the Class A common stock.

~~The Company~~Income has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Taxes

~~Recent~~The Company accounts for income taxes under ASC ~~Accounting~~740, ~~Pronouncements~~“Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

~~In August~~As ~~2020,~~of ~~the~~September ~~FASB issued ASU 2020-06~~30, ~~Debt~~2022 ~~— Debt with Conversion~~ and ~~Other~~December ~~Options~~31, ~~(Subtopic 470-20) and Derivatives and Hedging~~2021, —the ~~Contracts in Entity~~Company’s ~~Own~~deferred ~~Equity~~tax ~~(Subtopic~~asset ~~815-40)~~had ~~(“ASU~~a ~~2020-06”)~~full tovaluation ~~simplify~~allowance ~~accounting~~recorded ~~for~~against ~~certain financial instruments~~it. ~~ASU~~Our ~~2020-06~~effective ~~eliminates~~tax ~~the~~rate ~~current~~was 16.27% ~~models that require separation of beneficial conversion~~ and ~~cash conversion features~~ 2.17% ~~from~~for ~~convertible~~the ~~instruments~~three and ~~simplifies~~nine ~~the~~months ~~derivative~~ended ~~scope~~September ~~exception~~30, ~~guidance pertaining to equity classification of contracts in an entity’s own equity~~2022, 0.00% ~~The new standard also introduces additional disclosures~~ for ~~convertible~~three ~~debt~~months ~~and~~ended ~~freestanding~~September ~~instruments that~~30, ~~are~~2021 ~~indexed to~~ and ~~settled in an entity’s own equity~~ 0.00% ~~ASU~~for ~~2020-06 amends~~ the ~~diluted~~period from ~~earnings~~January ~~per share guidance~~19, ~~including the~~2021 ~~requirement~~(inception) tothrough ~~use~~September ~~the~~30, ~~if-converted~~2021. ~~method~~The ~~for~~effective ~~all~~tax ~~convertible~~rate ~~instruments.~~differs ~~ASU~~from ~~2020-06~~the isstatutory ~~effective~~tax ~~for~~rate ~~smaller~~of 21% ~~reporting companies~~ for the ~~fiscal~~three ~~years~~and ~~beginning~~nine ~~after~~months ~~December~~ended 15September 30, ~~2023~~2022, ~~including~~due ~~interim~~to ~~periods~~changes ~~within~~in ~~those~~fair ~~fiscal~~of ~~years.~~warrant ~~The~~liabilities, ~~Company~~and ~~continues to evaluate~~ the ~~impact~~valuation ofallowance ~~ASU~~on ~~2020-06~~the deferred totax ~~its unaudited condensed financial statements~~assets.

~~Management~~ASC 740 also clarifies the accounting for uncertainty ~~does~~in ~~not~~income ~~believe~~taxes ~~that~~recognized ~~any~~in ~~other~~an ~~recently~~enterprise’s ~~issued~~financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, ~~but~~a tax position must be more-likely-than-not ~~effective,~~to ~~accounting~~be ~~standards,~~sustained ifupon ~~currently~~examination ~~adopted,~~by ~~would~~taxing ~~have~~authorities. aASC ~~material~~740 also provides ~~effect~~guidance on ~~the~~derecognition, ~~Company’s~~classification, ~~unaudited~~interest ~~condensed~~and ~~financial~~penalties, ~~statements~~accounting in interim period, disclosure and transition.

~~NOTE~~The Company recognizes accrued interest and penalties 3related to unrecognized tax benefits as income tax expense. ~~INITIAL~~There ~~PUBLIC~~were ~~OFFERING~~no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

~~Pursuant to~~The ~~the~~Company ~~IPO~~has onidentified ~~March 25, 2021,~~ the ~~Company~~United ~~sold 20,000,000 Units~~States atas its aonly ~~purchase~~“major” ~~price~~tax ~~of $10~~jurisdiction.~~00 per~~ ~~Unit.~~The ~~Each~~Company ~~Unit~~is ~~consists of~~subject ~~one~~to ~~share~~income oftaxation ~~Class~~by Amajor ~~common~~taxing ~~stock,~~authorities ~~and~~since ~~one-half of one redeemable warrant~~inception. These ~~Each~~examinations ~~whole~~may ~~warrant~~include ~~entitles~~questioning the ~~holder~~timing toand ~~purchase~~amount ~~one share~~ of ~~Class~~deductions, Athe ~~common~~nexus ~~stock at a price~~ of ~~$11.50 per~~income ~~share,~~among ~~subject~~various totax ~~adjustment.~~jurisdictions ~~Each warrant will become exercisable 30 days~~and ~~after~~compliance ~~the~~with ~~completion~~federal ofand ~~the~~state ~~initial~~tax ~~Business~~laws. ~~Combination~~The ~~and~~Company’s ~~will~~management ~~expire~~does ~~five~~not ~~years~~expect ~~after~~that the ~~completion~~total amount of ~~the~~unrecognized ~~initial~~tax ~~Business Combination,~~benefits orwill ~~earlier~~materially ~~upon~~change ~~redemption~~over orthe ~~liquidation~~next twelve months.

~~On March~~Recent ~~30,~~Accounting ~~2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 units.~~ Pronouncements

~~Following the~~In ~~closing~~August of2020, the ~~IPO~~FASB onissued ~~March~~ASU 252020-06, ~~2021~~Debt — Debt with Conversion and ~~the~~Other ~~closing~~Options of(Subtopic ~~the~~470-20) ~~underwriter~~and Derivatives and Hedging — Contracts in Entity’s ~~partial~~Own ~~exercise~~Equity (Subtopic of815-40) ~~the~~(“ASU ~~over~~2020-~~allotment~~06”) ~~option~~to ~~on April~~simplify 1,accounting ~~2021,~~for ~~$220,472,930 ($10~~certain financial instruments.~~00 per~~ ~~Unit)~~ASU ~~from~~2020-06 eliminates the ~~net~~current models ~~proceeds~~that require separation of ~~the~~beneficial ~~sale~~conversion ofand ~~the~~cash ~~Units~~conversion infeatures ~~the~~from ~~IPO~~convertible ~~and~~instruments ~~over-allotment~~ and simplifies the ~~sale~~derivative scope ofexception ~~the~~guidance ~~Private~~pertaining ~~Placement~~to ~~Warrants~~equity ~~was~~classification ~~placed~~of contracts in aan ~~Trust~~entity’s ~~Account,~~own ~~which~~equity. ~~may~~The ~~only~~new bestandard ~~invested~~also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in ~~United~~an ~~States~~entity’s ~~“government~~own equity. ~~securities”~~ASU ~~within~~2020-06 amends the ~~meaning~~diluted ofearnings ~~Section~~per ~~2(a)(16)~~share ofguidance, including the ~~Investment~~requirement ~~Company~~to ~~Act~~use ~~having~~the aif-converted ~~maturity~~method offor ~~185~~all ~~days~~convertible instruments. orASU ~~less~~2020-06 oris ineffective ~~money market~~for ~~funds~~smaller ~~meeting~~reporting ~~certain~~companies ~~conditions~~for ~~under~~fiscal ~~Rule~~years ~~2a-7~~beginning ~~promulgated~~after ~~under~~December ~~the~~15, ~~Investment~~2023, including interim periods within those fiscal years. The Company ~~Act~~continues ~~which~~to ~~invest~~evaluate ~~only~~the inimpact ~~direct~~of ~~U.S. government~~ASU ~~treasury~~2020-06 ~~obligations~~to its unaudited condensed financial statements.

~~Public~~Management does not believe that any other recently ~~Warrants~~ issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

~~Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50~~12 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of the Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00” and “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

11NOTE 3. INITIAL PUBLIC OFFERING

~~The~~Pursuant ~~warrants~~to the IPO on March 25, 2021, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of ~~its~~the initial Business Combination, and will expire five years after the completion of the ~~Company’s~~ initial Business Combination, ~~at 5:00 p.m., New York City time,~~ or earlier upon redemption or liquidation.

~~The~~On ~~Company~~March will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current30, ~~subject to the Company’s satisfying its obligations described below with respect to registration~~2021, ~~or a valid exemption from registration is available. No warrant will be exercisable and~~ the ~~Company~~underwriter ~~will~~partially ~~not~~exercised ~~be obligated to issue a share of Class A common stock upon exercise of a warrant unless~~ the ~~Class A~~over-allotment ~~common~~option ~~stock issuable upon such warrant exercise has been registered, qualified or deemed~~ to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrantpurchase 2, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants047, ~~the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit~~293 units.

~~Redemption~~Following the closing of ~~Warrants~~the ~~When~~IPO on March 25, 2021 and the ~~Price~~closing of the underwriter’s partial exercise of the over-allotment option on April 1, 2021, $220,472,930 ($10.00 per ~~Share~~Unit) from the net proceeds of ~~Class~~the Asale ~~Common~~of ~~Stock~~the ~~Equals~~Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a Trust Account, which may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or ~~Exceeds~~less ~~$18~~or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.00S. government treasury obligations.

~~Once~~Public ~~the warrants become exercisable, the Company may redeem the outstanding warrants:~~Warrants

●Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in ~~whole~~connection ~~and~~with ~~not~~the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of the Class A common stock (with such issue price or effective issue price to be determined in ~~part;~~good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00” and “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

●The warrants atwill abecome ~~price~~exercisable 30 days after the completion of $0its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.01m., ~~per~~New ~~warrant;~~York City time, or earlier upon redemption or liquidation.

●The Company ~~upon~~will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a ~~minimum~~warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of 30Class ~~days~~A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s ~~prior~~satisfying its ~~written~~obligations ~~notice~~described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of ~~redemption;~~Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

● if, and only if, the last reported sales price (the “closing price”) of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.13

Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $1018.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

● at a price of $0.1001 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

● if, and only if, the last reported sales price (the “closing price”) of the Class A common stock equals or exceeds $1018.00 per share for any 20 trading days within ~~the~~a 30-trading day period ending ~~three~~on the third trading ~~days~~day ~~before~~prior to the date on which the Company sends the notice of redemption to the warrant holders.

IfRedemption ~~a registration statement covering the shares~~ of ~~Class~~Warrants AWhen ~~common stock issuable upon exercise of~~ the ~~warrants~~Price isper ~~not~~Share ~~effective by the 60th day after the closing~~ of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A ~~common~~Common ~~stock~~Stock ~~equal~~Equals toor ~~the~~Exceeds lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the $10 ~~trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent~~.00

12Once the warrants become exercisable, the Company may redeem the outstanding warrants:

~~NOTE 4.~~● ~~PRIVATE~~in ~~PLACEMENT~~whole and not in part;

~~Simultaneously with~~● ~~the closing of the IPO, the Sponsor purchased an aggregate of 7,200,000 Private Placement Warrants~~ at ~~a price of~~ $10.00 10 per ~~Private~~ ~~Placement Warrant, for an aggregate purchase price of $7,200,000, in a private placement (the “Private Placement”).~~warrant;

~~Pursuant to~~● ~~the~~upon ~~underwriter’s~~a ~~partial~~minimum ~~exercise~~ of ~~the over-allotment option on March~~ 30, ~~2021,~~days’ onprior ~~April~~written 1,notice ~~2021 the Sponsor purchased an additional 409,459 Private Placement Warrants at a price~~ of ~~$1.00 per~~redemption; ~~warrant.~~and

~~Each Private~~● ~~Placement~~if, ~~Warrant~~and ~~entitles~~only if, the ~~holder~~closing toprice ~~purchase one share~~ of the Class A common stock atequals aor ~~price~~exceeds of $1110.50 00 per share~~. The~~ ~~Private~~for ~~Placement~~any ~~Warrants~~20 ~~will~~trading bedays ~~non-redeemable~~within ~~and exercisable on a cashless basis so long as they are held by~~ the ~~Sponsor~~30-trading ~~or its~~day ~~permitted~~period ~~transferees.~~ending Ifthree ~~the~~trading ~~Private~~days ~~Placement~~before ~~Warrants are held by holders other than~~ the ~~Sponsor~~Company orsends ~~its permitted transferees,~~ the ~~Private~~notice ~~Placement~~of ~~Warrants will be redeemable by the Company in all~~ redemption ~~scenarios~~to ~~and exercisable by~~ the ~~holders~~warrant ~~on the same basis as the warrants included in the Units being sold in the IPO~~holders.

~~The~~If ~~Private~~a ~~Placement~~registration ~~Warrants~~statement ~~(including~~covering the shares of Class A common stock issuable upon exercise of the ~~Private~~warrants ~~Placement~~is ~~Warrants~~not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not beavailable. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of ~~transferable~~Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, ~~assignable~~multiplied orby ~~saleable~~the ~~until~~excess 30of ~~days~~the ~~after~~“fair market value” (defined below) less the ~~completion~~exercise price of the ~~initial~~warrants ~~Business~~by ~~Combination~~(y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

~~NOTE 5. RELATED PARTY TRANSACTIONS~~14

~~Founder~~NOTE ~~Shares~~4. PRIVATE PLACEMENT

OnSimultaneously ~~January~~with ~~19, 2021,~~ the ~~Sponsor~~closing ~~paid $25,000 to cover certain offering costs~~ of the ~~Company in consideration for 5~~IPO,~~750,000 shares of~~ ~~Class B common stock (~~the ~~“founder~~Sponsor ~~shares”).~~purchased ~~The founder shares include~~ an aggregate of ~~up to~~ ~~750~~7,200,000 ~~shares subject~~Private toPlacement ~~forfeiture~~Warrants ifat ~~the~~a ~~over-allotment~~price ~~option~~of is$1.00 per Private ~~not~~Placement ~~exercised~~Warrant, byfor ~~the~~an ~~underwriter~~aggregate inpurchase ~~full.~~price Onof ~~February~~ $7, ~~2021~~200, ~~the Sponsor transferred 20,~~000 ~~founder shares~~, toin ~~each~~a ofprivate ~~the~~placement ~~Company’s independent directors and chief financial officer~~ (~~which shares will not be subject to forfeiture in~~ the ~~event~~“Private ~~the underwriter’s over-allotment is not exercised~~Placement”).

OnPursuant ~~March~~to ~~30, 2021,~~ the underwriter’s ~~partially~~partial ~~exercised~~exercise of the over-allotment option toon ~~purchase 2~~March 30,~~047~~ 2021,~~293 Units.~~ Ason aApril ~~result~~1, 2021 the Sponsor purchased an additional ~~238~~409,~~177~~459 ~~founder shares~~Private ~~were~~Placement ~~forfeited~~Warrants onat ~~April~~a price of $1,.00 per ~~2021~~warrant.

~~With~~Each ~~certain~~Private ~~limited~~Placement ~~exceptions,~~Warrant ~~the~~entitles ~~founder shares will not be transferable or assignable by~~ the ~~Sponsor~~holder ~~until~~to ~~the~~purchase ~~earlier of: (A)~~ one ~~year~~ ~~after~~share ~~the completion~~ of the ~~initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the closing price of the~~ Class A common stock ~~equals~~at ora ~~exceeds~~price of $1211.00 50 per share. The ~~(as~~Private ~~adjusted~~Placement ~~for~~Warrants ~~stock~~will ~~splits,~~be ~~stock~~non-redeemable ~~dividends, reorganizations, recapitalizations~~ and ~~the~~exercisable ~~like)~~on ~~for~~a ~~any~~cashless 20basis ~~trading~~so ~~days~~long ~~within~~as ~~any~~they ~~30-trading~~are ~~day~~held ~~period~~by ~~commencing~~the atSponsor ~~least 150~~or ~~days~~its ~~after~~permitted transferees. If the ~~initial~~Private ~~Business~~Placement ~~Combination,~~Warrants orare ~~(y)~~held ~~the~~by ~~date~~holders onother ~~which~~than the ~~Company~~Sponsor ~~completes~~or aits ~~liquidation,~~permitted ~~merger~~transferees, the ~~capital~~Private ~~stock exchange,~~Placement ~~reorganization~~Warrants orwill ~~other~~be ~~similar~~redeemable ~~transaction~~by ~~that~~the ~~results~~Company in all ofredemption ~~the~~scenarios ~~stockholders~~and ~~having~~exercisable by the ~~right~~holders toon ~~exchange~~the ~~their~~same ~~shares~~basis ofas ~~common~~the ~~stock~~warrants ~~for~~included ~~cash,~~in ~~securities~~the orUnits ~~other~~being ~~property~~sold in the IPO.

The ~~Sponsor~~Private ~~has~~Placement ~~agreed~~Warrants (i)including tothe ~~waive~~Class ~~its~~A ~~redemption~~common ~~rights~~stock ~~with~~issuable ~~respect~~upon toexercise ~~any founder shares and any public shares held by it in connection with the completion~~ of the ~~Company’s~~Private ~~initial~~Placement ~~Business Combination and (ii~~Warrants) towill ~~waive~~not ~~its rights to liquidating distributions from~~be ~~the~~transferable, ~~Trust~~assignable ~~Account~~or ~~with~~saleable ~~respect~~until to30 ~~any~~days ~~founder~~after ~~shares held by it if~~ the ~~Company~~completion ~~fails~~of ~~to complete~~ the initial Business Combination within the Combination Period, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete the Business Combination within the Combination Period.

13NOTE 5. RELATED PARTY TRANSACTIONS

~~Promissory~~Founder ~~Note — Related Party~~Shares

~~The~~On ~~Company’s~~January ~~Sponsor~~19, ~~agreed~~2021, ~~to loan~~ the ~~Company~~Sponsor anpaid ~~aggregate of up to~~ $~~300~~25,000 to becover ~~used~~certain ~~for~~offering acosts ~~portion~~ of the ~~expenses~~Company ofin ~~the~~consideration for 5,750,000 shares ~~IPO.~~of ~~The~~Class ~~loan~~B ~~was~~common ~~non-interest~~stock ~~bearing,~~(the ~~unsecured~~“founder ~~and~~shares”). ~~due~~The atfounder ~~the~~shares ~~earlier~~include an aggregate of ~~December~~up 31to 750,000 shares subject ~~2021~~to orforfeiture if the ~~closing~~over-allotment ofoption is not exercised by the ~~IPO~~underwriter in full. AsOn ofFebruary ~~March 25~~7, 2021, the ~~Company~~Sponsor ~~had~~transferred 20,000 founder shares anto ~~outstanding~~each ~~balance~~ of ~~$99,160 under~~ the ~~promissory~~Company’s ~~note.~~independent ~~The~~directors ~~promissory~~and ~~note~~chief ~~from~~financial ~~the~~officer ~~Sponsor~~(which ~~was paid~~shares will not be subject to forfeiture in ~~full~~the onevent ~~March~~the ~~26,~~underwriter’s ~~2021~~over-allotment is not exercised).

On ~~April~~March 1130, ~~2022~~2021, the ~~Company~~underwriter ~~and~~partially ~~the~~exercised ~~Sponsor entered into a promissory note, pursuant to which~~ the ~~Sponsor~~over-allotment ~~committed~~option to ~~provide up to $200~~purchase 2,~~000 in loans to the Company for working capital purposes~~047,293 Units. ~~The~~As Company can draw down on such maximum amount during the term of the promissory note. The loan is non-interest bearing and payable by the Company on the earlier of: (i) March 25, 2023 or (ii) the date on which the Company consummates a ~~merger~~result, ~~capital stock exchange~~ 238, ~~asset acquisition, stock purchase, reorganization or similar business~~177 founder ~~combination~~shares ~~with~~were ~~one~~forfeited oron ~~more~~April ~~businesses. At June 30~~1, ~~2022, the Company had not made any draws on the promissory note~~2021.

~~Related~~With ~~Party~~certain ~~Loans~~ limited exceptions, the founder shares will not be transferable or assignable by the Sponsor until the earlier of: (A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

InThe ~~order~~Sponsor tohas ~~finance~~agreed ~~transaction~~(i) ~~costs~~to inwaive ~~connection~~its redemption rights with anrespect ~~intended~~to ~~initial~~any ~~Business~~founder ~~Combination,~~shares ~~the~~and ~~Sponsor~~any orpublic anshares ~~affiliate~~held ofby ~~the~~it ~~Sponsor~~in connection orwith ~~certain~~the completion of the Company’s ~~officers~~initial ~~and~~Business ~~directors~~Combination ~~may,~~and ~~but~~(ii) ~~are not obligated~~ to, ~~loan~~waive ~~the~~its ~~Company~~rights ~~funds~~to asliquidating ~~may~~distributions befrom the ~~required~~Trust ~~(the “Working~~Account ~~Capital~~with ~~Loans”).~~respect Ifto ~~the~~any ~~Company~~founder ~~completes~~shares anheld ~~initial~~by ~~Business~~it ~~Combination,~~if the Company ~~would~~fails ~~repay~~to ~~the~~complete ~~Working Capital Loans. In~~ the ~~event that the~~ initial Business Combination ~~does~~within the ~~not~~Combination ~~close~~Period, ~~the~~although ~~Company may use a portion of~~ the ~~working~~Sponsor ~~capital~~will ~~held~~be ~~outside the~~entitled ~~Trust Account~~ to ~~repay~~liquidating ~~the~~distributions ~~Working Capital Loans but no proceeds~~ from the Trust Account ~~would~~with berespect ~~used~~ to ~~repay the Working Capital~~any ~~Loans.~~public Upshares toit ~~$1,500,000 of~~holds ~~such~~if ~~Working~~the ~~Capital~~Company ~~Loans~~fails ~~may~~to becomplete ~~convertible into warrants at a price of $1.00 per warrant at~~ the ~~option~~ ofBusiness ~~the~~Combination ~~lender.~~within ~~The warrants would be identical to~~ the ~~Private~~Combination ~~Placement Warrants, including as to exercise price, exercisability and exercise period~~Period. ~~At June 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.~~

~~Administrative~~Promissory ~~Support~~Note ~~Agreement~~— Related Party

~~Pursuant~~The toCompany’s anSponsor ~~administrative~~agreed ~~support~~to ~~agreement~~loan ~~effective~~the onCompany ~~March~~an ~~22,~~aggregate ~~2021,~~of ~~the~~up ~~Company~~to ~~agreed~~ $300,000 to ~~pay~~be ~~the~~used ~~Sponsor~~for a ~~total~~portion of ~~$25,000 per month~~the ~~for~~expenses ~~office~~of ~~space,~~the IPO. ~~utilities~~The ~~and~~loan ~~professional~~was non-interest bearing, ~~secretarial~~unsecured and ~~administrative~~due ~~support.~~at ~~Upon~~the ~~completion~~earlier of ~~the~~December ~~initial~~31, ~~Business~~2021 ~~Combination~~ or the ~~Company’s~~closing ~~liquidation,~~of the ~~Company will cease paying these monthly fees~~IPO. ~~The~~As ~~Company recorded administrative support fees~~ of ~~$75~~March 25,~~000~~ ~~and $150~~2021,~~000 for~~ the ~~three and six months ended June 30, 2022. The~~ Company ~~also~~had ~~recorded~~an ~~administrative~~outstanding ~~support~~balance ~~fees~~ of $7599,~~000 and $81,452~~160 ~~for~~under the ~~three~~promissory ~~months~~note. ~~ended~~The ~~June~~promissory ~~30,~~note ~~2021~~from ~~and for~~ the ~~period~~Sponsor ~~from~~was paid ~~January~~in ~~19,~~full ~~2021~~on ~~(inception)~~March ~~through June 30~~26, 2021.

~~NOTE 6. COMMITMENTS AND CONTINGENCIES~~15

~~Registration~~On April 11, 2022, the Company and ~~Shareholder~~the ~~Rights~~Sponsor entered into a promissory note, pursuant to which the Sponsor committed to provide up to $200,000 in loans to the Company for working capital purposes. The Company can draw down on such maximum amount during the term of the promissory note. The loan is non-interest bearing and payable by the Company on the earlier of: (i) March 25, 2023 or (ii) the date on which the Company consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. At September 30, 2022, the Company had not made any draws on the promissory note.

~~The~~Related ~~holders~~Party ~~of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital~~ Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights and stockholder agreement signed on March 22, 2021, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

~~Underwriters~~In ~~Agreement~~order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At September 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.

~~The~~Administrative ~~underwriter~~Support ~~had a 45-day option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any.~~Agreement

OnPursuant to an administrative support agreement effective on March 2522, 2021, the Company ~~paid~~agreed ato ~~fixed~~pay ~~underwriting~~the ~~discount~~Sponsor ina ~~aggregate~~total of $425,000 per month for office space,~~000~~ utilities and professional, secretarial and administrative support. ~~Additionally~~Upon completion of the initial Business Combination or the Company’s liquidation, the ~~underwriter~~Company will becease ~~entitled to~~paying athese ~~deferred~~monthly ~~underwriting~~fees. ~~discount~~The Company recorded administrative support fees of $75,000 ~~3.5%~~and of$225,000 for the ~~gross~~three ~~proceeds~~and ofnine ~~the~~months ~~IPO~~ended ~~held~~September in30, ~~the~~2022. ~~Trust~~The ~~Account,~~Company oralso ~~$7,716,553,~~recorded ~~upon~~administrative ~~the~~support ~~completion~~fees of $75,000 and $156,452 for the ~~Company’s~~three ~~initial~~months ~~Business~~ended ~~Combination~~September ~~subject~~30, to2021 and for the ~~terms~~period offrom ~~the~~January ~~underwriting~~19, ~~agreement~~2021 (inception) through September 30, 2021.

14NOTE 6. COMMITMENTS AND CONTINGENCIES

OnRegistration ~~March~~and ~~30,~~Shareholder ~~2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 Units. In connection therewith, the Company paid additional underwriting fees of $409,459.~~Rights

~~NOTE~~The 7holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights and stockholder agreement signed on March 22, 2021, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock). ~~FAIR~~The ~~VALUE~~holders ~~MEASUREMENTS~~of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

~~The~~Underwriters following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.Agreement

	June 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable securities held in Trust Account	$	220,807,696	$	220,807,696	$	-	$	-
	$	220,807,696	$	220,807,696	$	-	$	-
Liabilities:
Warrant Liabilities – Public Warrants	$	1,212,602	$	1,212,602	$	-	$	-
Warrant Liabilities – Private Placement Warrants		837,040		-		-		837,040
	$	2,049,642	$	1,212,602	$	-	$	837,040

The underwriter had a 45-day option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any.

~~The~~On ~~following~~March ~~table~~25, ~~presents~~2021, ~~information about~~ the Company’s ~~assets~~paid ~~and~~a ~~liabilities~~fixed ~~that~~underwriting ~~were~~discount ~~measured~~in ataggregate ~~fair~~of ~~value~~$4,000,000. onAdditionally, athe ~~recurring~~underwriter will be entitled ~~basis~~to asa deferred underwriting discount of 3.5% ~~December~~of ~~31,~~the ~~2021,~~gross ~~and~~proceeds ~~indicates~~of the ~~fair~~IPO ~~value~~held ~~hierarchy~~in of the ~~valuation~~Trust ~~techniques~~Account, or $7,716,553, upon the completion of the Company’s ~~utilized~~initial Business Combination subject to ~~determine~~the ~~such fair~~terms ~~value~~of the underwriting agreement.

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable securities held in Trust Account	$	220,487,761	$	220,487,761	$	-	$	-
	$	220,487,761	$	220,487,761	$	-	$	-
Liabilities:
Warrant Liabilities – Public Warrants	$	6,614,188	$	6,614,188	$	-	$	-
Warrant Liabilities – Private Placement Warrants		4,641,770		-		-		4,641,770
	$	11,255,958	$	6,614,188	$	-	$	4,641,770

On March 30, 2021, the underwriter partially exercised the over-allotment option to purchase 2,047,293 Units. In connection therewith, the Company paid additional underwriting fees of $409,459.

The fair value of the Public Warrants at June 30, 2022 and December 31, 2021 are classified as Level 1 due to the use of an observable market quote in an active market. As of June 30, 2022 and December 31, 2021, the aggregate value of Public Warrants was $1,212,602 and $6,614,188, respectively. The Public Warrants were classified as Level 3 up to May 13, 2021 when the Class A common stock and Public Warrants included in the Units were separately traded.16

~~The~~NOTE fair value of the Private Placement Warrants is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets7. ~~Significant~~FAIR ~~deviations~~VALUE from these estimates and inputs could result in a material change in fair value. The valuation model utilizes inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled at Level 3.MEASUREMENTS

15The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The following table provides quantitative information regarding Level 3 fair value measurements as of June 30, 2022:

	September 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable securities held in Trust Account	$	221,552,099	$	221,552,099	$	-	$	-
	$	221,552,099	$	221,552,099	$	-	$	-

Liabilities:
Warrant Liabilities – Public Warrants	$	881,892	$	881,892	$	-	$	-
Warrant Liabilities – Private Placement Warrants		608,756		-		-		608,756
	$	1,490,648	$	881,892	$	-	$	608,756

Input	Private Placement Warrants
Expected term (years)		5.50
Expected volatility		2.50	%
Risk-free interest rate		3.02	%
Fair value of the common stock price	$	9.81

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021:

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable securities held in Trust Account	$	220,487,761	$	220,487,761	$	-	$	-
	$	220,487,761	$	220,487,761	$	-	$	-

Liabilities:
Warrant Liabilities – Public Warrants	$	6,614,188	$	6,614,188	$	-	$	-
Warrant Liabilities – Private Placement Warrants		4,641,770		-		-		4,641,770
	$	11,255,958	$	6,614,188	$	-	$	4,641,770

Input	Private Placement Warrants
Expected term (years)		5.50
Expected volatility		11.00	%
Risk-free interest rate		1.31	%
Fair value of the common stock price	$	9.71

The fair value of the Public Warrants at September 30, 2022 and December 31, 2021 are classified as Level 1 due to the use of an observable market quote in an active market. As of September 30, 2022 and December 31, 2021, the aggregate value of Public Warrants was $881,892 and $6,614,188, respectively. The Public Warrants were classified as Level 3 up to May 13, 2021 when the Class A common stock and Public Warrants included in the Units were separately traded.

The ~~following~~fair ~~table~~value ~~sets~~of ~~forth~~the Private Placement Warrants is based on a ~~summary~~valuation ofmodel ~~the~~utilizing ~~changes~~management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in ~~the~~a material change in fair value. ofThe ~~the~~valuation ~~Level~~model 3utilizes ~~warrant~~inputs ~~liability~~such ~~related~~as toassumed ~~the~~share ~~Private~~prices, ~~Placement~~volatility, ~~Warrants~~discount ~~for~~factors ~~the~~and ~~three~~other assumptions and ~~six~~may ~~months~~not ~~ended~~be ~~June~~reflective ~~30,~~of ~~2022:~~the price at which they can be settled at Level 3.

	Warrant Liability
Fair value as of January 1, 2022	$	4,641,770
Change in valuation inputs or other assumptions		(1,978,459	)
Fair value as of March 31, 2022	$	2,663,311
Change in valuation inputs or other assumptions		(1,826,271	)
Fair value as of June 30, 2022	$	837,040

The following table ~~sets~~provides ~~forth~~quantitative ainformation ~~summary~~regarding ofLevel ~~the~~3 ~~changes in the~~ fair value ofmeasurements ~~the~~as ~~Level~~of 3September ~~warrant liability for the three months ended June~~ 30, ~~2021 and for the period from January 19, 2021 (inception) through June 30, 2021, which included both the Public Warrants and the Private Placement Warrants~~2022:

	Warrant Liability
Input	Private Placement Warrants
Fair value as of January 19, 2021 (inception)	$	—
Expected term (years)		3.85
Initial fair value of warrant liabilities on March 22, 2021		22,232,000
Expected volatility		2.50	%
Initial fair value of warrant liabilities on March 31, 2021 (for over allotment)		1,860,990
Risk-free interest rate		4.17	%
Change in valuation inputs or other assumptions		172,000
Fair value of the common stock price	$	9.83
Fair value as of March 31, 2021	$	24,264,990
Transfer out of Level 3 to Level 1		(11,023,647	)
Change in valuation inputs or other assumptions		(4,186,087	)
Fair value as of June 30, 2021	$	9,055,256

16The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021:

NOTE 8. STOCKHOLDERS’ EQUITY

Input	Private Placement Warrants
Expected term (years)		5.50
Expected volatility		11.00	%
Risk-free interest rate		1.31	%
Fair value of the common stock price	$	9.71

~~Preferred~~The ~~Stock —~~following ~~The~~table ~~Company~~sets isforth ~~authorized to issue~~ a ~~total~~summary of ~~1,000,000 preferred~~ ~~shares~~the atchanges ~~par~~in the fair value of ~~$0.0001 each. At~~the ~~June~~Level ~~30,~~3 ~~2022~~warrant ~~and~~liability ~~December~~related ~~31,~~to ~~2021,~~the ~~there~~Private ~~were~~Placement Warrants nofor ~~shares~~the ofthree ~~preferred~~and ~~stock~~nine ~~issued~~months orended ~~outstanding.~~September 30, 2022:

Class A Common Stock — The Company is authorized to issue a total of 400,000,000 shares of Class A common stock at par value of $0.0001 each. As of June 30, 2022 and December 31, 2021, there were 0 shares of Class A common stock issued and outstanding, excluding 22,047,293 shares of Class A common stock subject to possible redemption.

	Warrant Liability
Fair value as of January 1, 2022	$	4,641,770
Change in valuation inputs or other assumptions		(1,978,459	)
Fair value as of March 31, 2022	$	2,663,311
Change in valuation inputs or other assumptions		(1,826,271	)
Fair value as of June 30, 2022	$	837,040
Change in valuation inputs or other assumptions		(228,284	)
Fair value as of September 30, 2022	$	608,756

~~Class~~The Bfollowing ~~Common~~table ~~Stock —~~sets ~~The~~forth ~~Company is authorized to issue~~ a ~~total~~summary of ~~40,000,000 shares~~ ofthe ~~Class~~changes Bin ~~common~~the ~~stock at~~fair ~~par~~ value of ~~$0.0001 each. On January 19, 2021,~~ the ~~Sponsor~~Level ~~paid~~3 ~~$25,000 to~~warrant ~~cover~~liability ~~certain offering costs of the Company in consideration~~ for ~~5,750,000 shares~~ ~~of Class B common stock. The founder shares included an aggregate of up to 750,000 shares subject to forfeiture if~~ the ~~over-allotment~~three ~~option~~months ~~was~~ended ~~not exercised by the underwriter in full. On March~~ September 30, 2021, ~~the~~and ~~underwriter~~for ~~partially exercised~~ the ~~over-allotment~~period ~~option~~from toJanuary ~~purchase 2~~19,~~047,293 Units.~~ ~~As a result, 238,177 founder shares were forfeited on April 1,~~ 2021. As(inception) ofthrough ~~June~~September 30, ~~2022 and December 31,~~ 2021, ~~there~~which ~~were 5,511,823 shares~~included ofboth ~~Class~~the BPublic ~~common~~Warrants ~~stock issued~~ and ~~outstanding.~~the Private Placement Warrants:

With certain limited exceptions, the founder shares will not be transferable or assignable by the Sponsor until the earlier of: (A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

	Warrant Liability
Fair value as of January 19, 2021 (inception)	$	—
Initial fair value of warrant liabilities on March 22, 2021		22,232,000
Initial fair value of warrant liabilities on March 31, 2021 (for over allotment)		1,860,990
Change in valuation inputs or other assumptions		172,000
Fair value as of March 31, 2021	$	24,264,990
Transfer out of Level 3 to Level 1		(11,023,647	)
Change in valuation inputs or other assumptions		(4,186,087	)
Fair value as of June 30, 2021	$	9,055,256
Change in valuation inputs or other assumptions		(2,739,405	)
Fair value as of September 30, 2021	$	6,315,851

The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Company’s initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the registration statement and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis,18 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

~~Holders~~NOTE of8. ~~founder~~STOCKHOLDERS’ ~~shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.~~EQUITY

~~Holders~~Preferred ofStock — ~~the~~The ~~Class~~Company Ais ~~common~~authorized ~~stock~~to ~~and~~issue ~~holders~~a total of 1,000,000 preferred ~~the~~shares ~~Class~~at Bpar ~~common~~value ~~stock~~of ~~will~~$0.0001 each. At ~~vote~~September ~~together~~30, as2022 aand ~~single~~December ~~class~~31, on2021, ~~all~~there ~~matters~~were ~~submitted~~no ~~to a~~shares ~~vote~~ of ~~the~~preferred ~~stockholders,~~stock ~~except~~issued asor ~~required by law~~outstanding.

~~NOTE~~Class 9A Common Stock — The Company is authorized to issue a total of 400,000,000 shares of Class A common stock at par value of $0.0001 ~~SUBSEQUENT~~each. ~~EVENTS~~As of September 30, 2022 and December 31, 2021, there were 0 shares of Class A common stock issued and outstanding, excluding 22,047,293 shares of Class A common stock subject to possible redemption.

~~The~~Class B Common Stock — The Company ~~evaluated~~is ~~subsequent~~authorized ~~events~~to ~~and~~issue ~~transactions~~a ~~that~~total ~~occurred~~of 40,000,000 shares ~~after~~of ~~the~~Class ~~balance~~B ~~sheet~~common ~~date~~stock at uppar tovalue ~~the~~of ~~date~~$0.0001 each. ~~that~~On January 19, 2021, the ~~unaudited~~Sponsor ~~condensed~~paid $25,000 to cover certain offering costs of the Company ~~financial~~in ~~statements~~consideration ~~were~~for 5,750,000 shares ~~issued~~of Class B common stock. ~~Based~~The ~~upon~~founder ~~this~~shares ~~review,~~included ~~other~~an ~~than~~aggregate ~~described~~of ~~below~~up to 750,000 shares subject to forfeiture if the ~~Company~~over-allotment ~~did~~option was not ~~identify~~exercised ~~any~~by ~~subsequent~~the ~~events that~~underwriter ~~would~~in ~~have~~full. ~~required~~On ~~adjustment~~March or30, ~~disclosure~~2021, inthe underwriter partially exercised the ~~unaudited~~over-allotment ~~condensed~~option ~~financial~~to ~~statements~~purchase 2,047,293 Units. As a result, 238,177 founder shares were forfeited on April 1, 2021. As of September 30, 2022 and December 31, 2021, there were 5,511,823 shares of Class B common stock issued and outstanding.

OnWith ~~June~~certain ~~20,~~limited ~~2022~~exceptions, ~~pursuant~~the tofounder shares will not be transferable or assignable by the ~~trust~~Sponsor ~~agreement~~until ~~dated~~the asearlier of: ~~March~~(A) ~~22,~~one ~~2021~~year after ~~between~~ the ~~Company~~completion ~~and~~of ~~Continental~~the ~~Stock~~initial ~~Transfer~~Business &Combination; ~~Trust Company~~or (~~“CST”~~B) subsequent to the initial Business Combination, (x) if the ~~trustee~~closing price of the ~~Trust~~Class ~~Account,~~A ~~the~~common ~~Company~~stock ~~issued~~equals aor ~~request~~exceeds to$12.00 ~~CST~~per toshare ~~withdraw~~(as ~~$156~~adjusted for stock splits,~~232~~ ofstock ~~interest~~dividends, ~~income~~reorganizations, recapitalizations ~~from~~and the ~~Trust~~like) ~~Account~~ for any 20 trading days within any 30-trading day period commencing at least 150 days after the ~~payment~~initial ofBusiness Combination, or (y) the date on which the Company’s ~~taxes.~~completes ~~The~~a ~~proceeds~~liquidation, ~~from~~merger, ~~this~~capital ~~withdrawal~~stock ~~were~~exchange, ~~deposited~~reorganization ~~into~~or ~~the~~other ~~Company’s~~similar transaction ~~operating~~that ~~bank~~results ~~account~~in onall ~~July~~of 12the stockholders having the right to exchange their shares of common stock for cash, ~~2022~~securities or other property.

17The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Company’s initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the registration statement and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

~~ITEM 2.~~Holders ~~MANAGEMENT’S~~of ~~DISCUSSION~~founder ~~AND~~shares ~~ANALYSIS~~may OFalso ~~FINANCIAL~~elect ~~CONDITION~~to ~~AND~~convert ~~RESULTS~~their OFshares ~~OPERATIONS~~of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

~~References~~Holders toof the ~~“Company,”~~Class ~~“Glass~~A ~~Houses~~common ~~Acquisition~~stock ~~Corp.” “our,” “us” or “we” refer to Glass Houses Acquisition Corp. The following discussion~~ and ~~analysis~~holders of the ~~Company’s~~Class ~~financial~~B ~~condition~~common ~~and~~stock ~~results~~will ofvote ~~operations should~~together beas ~~read~~a insingle ~~conjunction~~class ~~with~~on ~~the~~all ~~unaudited~~matters ~~condensed~~submitted ~~financial statements and the notes thereto contained elsewhere in this report.~~to ~~Certain~~a ~~information~~vote ~~contained~~of in the ~~discussion~~stockholders, ~~and~~except ~~analysis~~as ~~set~~required ~~forth~~by ~~below includes forward-looking statements that involve risks and uncertainties~~law.

~~Cautionary~~NOTE ~~Note~~9. SUBSEQUENT ~~Regarding Forward-Looking Statements~~EVENTS

~~This~~The ~~Quarterly~~Company ~~Report~~evaluated onsubsequent ~~Form~~events ~~10-Q~~and ~~includes~~transactions ~~forward-looking~~that ~~statements~~occurred ~~within~~after the ~~meaning~~balance ofsheet ~~Section~~date ~~27A~~up ofto the ~~Securities~~date ~~Act~~that ofthe ~~1933,~~unaudited ascondensed ~~amended,~~financial ~~and~~statements ~~Section~~were ~~21E~~issued. ofBased ~~the~~upon ~~Securities~~this ~~Exchange Act of 1934~~review, ~~as amended (~~the ~~“Exchange~~Company ~~Act”).~~did Wenot ~~have~~identify ~~based~~any ~~these~~subsequent ~~forward-looking statements on our current expectations and projections about future~~ events. ~~These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us~~ that ~~may~~would ~~cause~~have ~~our actual results, levels of activity, performance or achievements~~required toadjustment ~~be materially different from any future results, levels of activity, performance~~ or ~~achievements~~disclosure ~~expressed~~in orthe ~~implied~~unaudited bycondensed ~~such~~financial ~~forward-looking~~ statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

~~Overview~~19

We are a blank check company incorporated as a Delaware corporation on January 19, 2021 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to herein as our initial Business CombinationITEM 2. ~~We have not selected any specific Business Combination target. We intend~~ toMANAGEMENT’S ~~effectuate~~DISCUSSION ~~our~~AND ~~initial~~ANALYSIS ~~Business~~OF ~~Combination~~FINANCIAL ~~using~~CONDITION ~~cash~~AND ~~from~~RESULTS ~~the~~OF ~~proceeds of the IPO and the private placement of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.~~OPERATIONS

WeReferences ~~expect~~ to ~~continue~~the “Company,” “Glass Houses Acquisition Corp.” “our,” “us” or “we” refer to ~~incur~~Glass ~~significant~~Houses ~~costs~~Acquisition inCorp. The following discussion and analysis of the ~~pursuit~~Company’s financial condition and results of ~~our~~operations should ~~acquisition~~be ~~plans.~~read Wein ~~cannot~~conjunction ~~assure~~with ~~you~~the ~~that~~unaudited ~~our~~condensed ~~plans~~financial tostatements ~~complete~~and the notes thereto contained elsewhere in this report. ~~our~~Certain ~~initial~~information ~~Business~~contained ~~Combination~~in ~~will~~the bediscussion ~~successful~~and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~The~~Cautionary ~~registration~~Note ~~statement~~Regarding for the IPO was declared effective on March 22, 2021. On March 25, 2021, we consummated the IPO of 22,047,293 Units, including 2,047,293 additional Units that were issued pursuant to the underwriter’s partial exercise of its overForward-~~allotment option,~~Looking at $10.00 per Unit, generating gross proceeds of approximately $220.5 million, and incurring offering costs of approximately $12.7 million, inclusive of $7.7 million in deferred underwriting commissions.Statements

~~Simultaneously~~This ~~with~~Quarterly ~~the~~Report ~~closing~~on ofForm 10-Q includes forward-looking statements within the ~~IPO,~~meaning weof ~~consummated~~Section 27A of the ~~private~~Securities ~~placement~~Act of 71933,~~200~~ as amended,~~000~~ ~~Private~~and ~~Placement~~Section ~~Warrants~~21E toof the ~~Sponsor,~~Securities atExchange aAct ~~price~~ of $11934, as amended (the “Exchange Act”).00 ~~per~~We ~~Private~~have ~~Placement~~based ~~Warrant,~~these ~~generating~~forward-looking statements ~~gross~~on ~~proceeds~~our ofcurrent ~~approximately~~expectations ~~$7.2~~and ~~million~~projections about future events. ~~Simultaneously~~These ~~with~~forward-looking ~~the~~statements ~~closing~~are ofsubject ~~the~~to known and ~~over-allotment~~unknown ~~option~~risks, weuncertainties ~~sold~~and anassumptions ~~additional~~about ~~409~~us that may cause our actual results,~~459~~ ~~Private~~levels ~~Placement~~of ~~Warrants~~activity, performance or achievements to ~~the~~be ~~Sponsor~~materially atdifferent afrom ~~price~~any future results, levels of $1activity, performance or achievements expressed or implied by such forward-looking statements.00 ~~per~~In ~~Private~~some ~~Placement~~cases, you can identify forward-looking statements by terminology such as “may,” “should,” ~~Warrant~~“could,” ~~generating~~“would,” ~~additional~~“expect,” ~~gross~~“plan,” ~~proceeds~~“anticipate,” “believe,” “estimate,” “continue,” or the negative of ~~approximately~~such ~~$0.4~~terms ~~million.~~or ~~Each~~other ~~Private~~similar ~~Placement~~expressions. ~~Warrant~~Factors isthat ~~exercisable~~might cause or contribute to ~~purchase one~~such ~~share~~a ofdiscrepancy ~~the~~include, ~~Company’s~~but ~~Class~~are Anot ~~common~~limited ~~stock~~to, those described in our other SEC filings.

18Overview

~~Results~~We are a blank check company incorporated as a Delaware corporation on January 19, 2021 and formed for the purpose of ~~Operations~~effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to herein as our initial Business Combination. We have not selected any specific Business Combination target. We intend to effectuate our initial Business Combination using cash from the proceeds of the IPO and the private placement of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

~~Our~~We ~~entire~~expect ~~activity since inception up~~ to ~~June~~continue ~~30, 2022 relates~~ to ~~our~~incur ~~formation,~~significant ~~the~~costs ~~IPO~~in ~~and, since~~ the ~~closing~~pursuit of ~~the~~our ~~IPO,~~acquisition ~~a search for a Business Combination candidate~~plans. We ~~will~~cannot ~~not~~assure beyou ~~generating~~that ~~any~~our ~~operating~~plans ~~revenues~~to ~~until the closing and completion of~~ complete our initial Business Combination, atwill ~~the~~be ~~earliest~~successful.

~~For~~The registration statement for the ~~three~~IPO ~~months~~was ~~ended~~declared ~~June~~effective 30on March 22, ~~2022~~2021. On March 25, 2021, we ~~had~~consummated ~~net~~the ~~income~~IPO of $422,~~257~~047,~~378~~293 Units, ~~which~~including ~~was~~2,047,293 ~~comprised~~additional ofUnits ~~the~~that ~~change~~were inissued pursuant to the ~~fair~~underwriter’s ~~value~~partial exercise of ~~our~~its ~~warrants~~over-allotment ~~of $4~~option,~~361,709~~ ~~and~~at ~~interest~~$10.00 ~~earned~~per onUnit, ~~marketable~~generating ~~securities~~gross ~~held~~proceeds ~~in trust account~~ of approximately $~~297~~220.5 million,~~732,~~ ~~partially~~and ~~offset~~incurring byoffering ~~operating~~ costs of approximately $~~388~~12.7 million,~~205~~ ~~and~~inclusive ~~income~~of ~~tax~~$7.7 ~~provision~~million ofin ~~$13,858~~deferred underwriting commissions.

~~For~~Simultaneously with the ~~three~~closing ~~months~~of ~~ended~~the ~~June 30~~IPO, ~~2021,~~ we ~~had~~consummated ~~net~~the ~~income~~private placement of $37,~~726~~200,~~994,~~000 ~~which~~Private ~~was~~Placement ~~comprised~~Warrants ofto the ~~change~~Sponsor, inat ~~the~~a ~~fair~~price of ~~value~~$1.00 ofper ~~our~~Private ~~warrants of~~Placement $4Warrant,~~186,087~~ ~~and~~generating ~~interest~~gross ~~earned~~proceeds onof ~~marketable~~approximately ~~securities~~$7.2 ~~held~~million. inSimultaneously ~~trust~~with ~~account~~the closing of $7the over-allotment option,~~335~~ we sold an additional 409,459 ~~partially~~Private ~~offset~~Placement byWarrants ~~operating~~to ~~costs~~the Sponsor at a price of $~~466~~1.00 per Private Placement Warrant,~~428~~ generating additional gross proceeds of approximately $0.4 million. Each Private Placement Warrant is exercisable to purchase one share of the Company’s Class A common stock.

~~For~~Results ~~the six months ended June 30, 2022, we had net income~~ of $8,630,395, which was comprised of the change in the fair value of our warrants of $9,206,316 and interest earned on marketable securities held in trust account of $319,935, partially offset by operating costs of $881,998 and income tax provision of $13,858.Operations

~~For~~Our ~~the~~entire ~~period~~activity ~~from~~since ~~January 19, 2021 (~~inception) ~~through~~up ~~June~~to September 30, ~~2021,~~2022 werelates ~~had~~to ~~net~~our ~~income of $294~~formation,~~615,~~ ~~which~~the ~~was~~IPO ~~comprised~~and, ofsince the ~~change in~~closing ~~the fair value~~ of ~~our~~the ~~warrants of $4~~IPO,~~014,087~~ ~~and~~a ~~interest~~search for ~~earned~~a onBusiness ~~marketable~~Combination ~~securities~~candidate. ~~held~~We inwill ~~trust~~not ~~account~~be ofgenerating ~~$7,335,~~any ~~offset by~~ operating ~~costs~~revenues ofuntil ~~$550,806,~~the ~~warrant~~closing ~~issuance~~and ~~costs~~completion of ~~$812,974,~~our ~~other~~initial Business ~~expense~~Combination, ~~relating~~at tothe ~~fair value exceeding amount paid for warrants of $2,363,027~~earliest.

~~Going~~For ~~Concern~~the three months ended September 30, 2022, we had net income of $1,034,425, which was comprised of the change in the fair value of our warrants of $558,994 and ~~Liquidity~~interest earned on marketable securities held in trust account of $994,375, partially offset by operating costs of $318,012 and income tax provision of $200,932.

~~As of~~20 ~~June 30, 2022, we had approximately $0.3 million in our operating bank account, and working capital of approximately $0.8 million.~~

~~Prior~~For to the ~~completion~~three ofmonths ~~the~~ended ~~IPO,~~September ~~our liquidity needs had been satisfied through a payment from the Sponsor of $25~~30,~~000~~ ~~for the founder shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $99,160. On March 25,~~ 2021, we ~~consummated the~~had ~~initial~~net ~~public~~income ~~offering~~ of ~~20,000,000 Units at a price of~~ $~~10.00 per Unit. On March 30~~5, ~~2021~~761, ~~the underwriter partially exercised its over-allotment option~~301, ~~purchasing~~which anwas ~~additional~~comprised ~~2,047,293 Units, at $10.00 per Unit, on April 1, 2021. In aggregate, gross proceeds~~ of ~~$220,472,930 were generated. Simultaneously with~~ the ~~closing~~change ofin the ~~IPO,~~fair wevalue ~~consummated the sale~~ of ~~7,200,000 Private Placement Warrants~~our atwarrants ~~a price~~ of $~~1.00 per Private Placement Warrant in a private placement to the Sponsor. On April 1~~6, ~~2021~~046,499 ~~simultaneously~~and ~~with~~interest ~~the~~earned ~~closing of~~on ~~the~~marketable ~~over-allotment~~securities ~~option,~~held wein ~~sold~~trust anaccount ~~additional 409,459 Private Placement Warrants to the Sponsor at a price~~ of $~~1.00~~2,837, ~~per~~partially ~~share. In~~offset ~~aggregate,~~by ~~gross~~operating ~~proceeds~~ costs of $7288,~~609,459 were generated~~035.

~~Following~~For the ~~IPO,~~nine ~~the~~months ~~closing~~ended ofSeptember ~~the~~30, ~~over-allotment~~2022, ~~option~~we ~~and~~had ~~the~~net ~~sale~~income of ~~the Private Placement Warrants, a total of~~ $~~220~~9,~~472~~664,~~930~~820, which was ~~placed in~~comprised of the ~~trust~~change ~~account. We incurred $12,693,922~~ in ~~transaction~~the ~~costs,~~fair ~~including~~value ~~$4,409,459~~ of ~~underwriting~~our warrants ~~fees,~~of $79,~~716~~765,~~553~~310 ~~of deferred underwriting fees~~ and ~~$567,910~~interest ofearned ~~other~~on ~~offering~~marketable ~~costs.~~securities ~~The~~held ~~promissory note from the Sponsor was paid~~ in ~~full~~trust onaccount ~~March~~of 26$1,314,310, ~~2021.~~partially ~~Subsequent to~~offset ~~the~~by ~~consummation~~operating costs of ~~the IPO~~$1,200,010 ~~the closing of the over-allotment option~~ and ~~the~~income ~~sale~~tax ofprovision ~~the Private Placement Warrants, our liquidity needs have been satisfied through the proceeds from the consummation~~ of ~~the private placement not held in the trust account~~$214,790.

OnFor ~~April~~the ~~11,~~period ~~2022,~~from weJanuary ~~and~~19, ~~the~~2021 ~~Sponsor~~(inception) ~~entered~~through ~~into~~September a30, ~~promissory note~~2021, ~~pursuant~~we tohad ~~which~~net ~~the~~income ~~Sponsor~~of ~~committed~~$6,055,916, towhich ~~provide~~was upcomprised toof ~~$200,000~~the change in ~~loans~~the tofair usvalue ~~for~~of ~~working~~our ~~capital~~warrants ~~purposes.~~of We$10,060,586 ~~can~~and ~~draw~~interest ~~down~~earned on ~~such~~marketable ~~maximum~~securities ~~amount~~held ~~during~~in ~~the~~trust ~~term~~account of ~~the promissory note. The loan~~$10,172, isoffset ~~non-interest bearing and payable~~ by usoperating oncosts ~~the earlier~~ of: ~~(i) March 25~~$838,841, ~~2023~~warrant orissuance ~~(ii)~~costs ~~the~~of ~~date on which we consummate a merger~~$812, ~~capital stock exchange~~974, ~~asset~~other ~~acquisition,~~expense ~~stock~~relating ~~purchase,~~to ~~reorganization~~fair orvalue ~~similar~~exceeding ~~business~~amount ~~combination~~paid for ~~with~~warrants ~~one~~of ~~or more businesses~~$2,363,027.

InGoing ~~addition,~~Concern ~~in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers~~ and ~~directors may, but are not obligated to, provide us Working Capital Loans. To date, there were no amounts outstanding under any Working Capital Loans.~~Liquidity

InAs ~~connection with our assessment~~ of September ~~going concern considerations in accordance with FASB’s ASU 2014-15~~30, ~~“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern~~2022,” ~~management~~we ~~determined~~had ~~that~~approximately ~~the~~$0.3 ~~liquidity~~million ~~condition~~in ~~and date for mandatory liquidation and dissolution raise substantial doubt about~~ our ~~ability~~operating tobank ~~continue as a going concern through March 25~~account, ~~2023, the~~and ~~scheduled~~working ~~liquidation~~capital ~~date~~ of ~~us if we do not complete a Business Combination prior to such date~~approximately $0.5 million ~~These~~(excluding ~~unaudited~~income ~~condensed~~tax ~~financial statements~~payable doand ~~not~~franchise ~~include~~tax ~~any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern~~payable).

19Prior to the completion of the IPO, our liquidity needs had been satisfied through a payment from the Sponsor of $25,000 for the founder shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $99,160. On March 25, 2021, we consummated the initial public offering of 20,000,000 Units at a price of $10.00 per Unit. On March 30, 2021, the underwriter partially exercised its over-allotment option, purchasing an additional 2,047,293 Units, at $10.00 per Unit, on April 1, 2021. In aggregate, gross proceeds of $220,472,930 were generated. Simultaneously with the closing of the IPO, we consummated the sale of 7,200,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor. On April 1, 2021, simultaneously with the closing of the over-allotment option, we sold an additional 409,459 Private Placement Warrants to the Sponsor at a price of $1.00 per share. In aggregate, gross proceeds of $7,609,459 were generated.

~~Critical~~Following ~~Accounting~~the ~~Estimates~~IPO, the closing of the over-allotment option and ~~Policies~~the sale of the Private Placement Warrants, a total of $220,472,930 was placed in the trust account. We incurred $12,693,922 in transaction costs, including $4,409,459 of underwriting fees, $7,716,553 of deferred underwriting fees and $567,910 of other offering costs. The promissory note from the Sponsor was paid in full on March 26, 2021. Subsequent to the consummation of the IPO, the closing of the over-allotment option and the sale of the Private Placement Warrants, our liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held in the trust account.

~~The~~On ~~preparation~~April of11, 2022, we and the ~~unaudited~~Sponsor ~~condensed~~entered ~~financial~~into ~~statements~~a inpromissory ~~conformity~~note, ~~with~~pursuant ~~GAAP~~to ~~requires~~which ~~management~~the Sponsor committed to ~~make~~provide ~~estimates~~up ~~and~~to ~~assumptions~~$200,000 ~~that~~in ~~affect~~loans ~~the~~to ~~reported~~us ~~amounts~~for ofworking ~~assets~~capital ~~and~~purposes. ~~liabilities~~We ~~and~~can ~~disclosure~~draw ofdown ~~contingent~~on ~~assets~~such ~~and~~maximum ~~liabilities~~amount atduring the ~~date~~term of the ~~unaudited~~promissory note. The loan ~~condensed~~is ~~financial~~non-interest ~~statements~~bearing and ~~the~~payable ~~reported~~by ~~amounts~~us on the earlier of: ~~expenses~~(i) ~~during~~March 25, 2023 or (ii) the ~~reporting~~date ~~period.~~on ~~Actual~~which ~~results~~we ~~could~~consummate ~~differ~~a ~~from~~merger, ~~those~~capital ~~estimates.~~stock Weexchange, ~~have~~asset ~~identified~~acquisition, ~~the~~stock ~~following~~purchase, asreorganization ~~our~~or ~~critical~~similar ~~accounting~~business ~~policies:~~combination with one or more businesses.

~~Common~~In ~~Stock~~addition, ~~Subject~~in order to ~~Possible~~finance ~~Redemption~~transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. To date, there were no amounts outstanding under any Working Capital Loans.

~~The~~On ~~Company~~June ~~accounts~~20, ~~for~~2022, ~~its~~pursuant ~~Class A common stock subject~~ to ~~possible~~the ~~redemption~~trust inagreement ~~accordance~~dated ~~with~~as ~~the~~of ~~guidance~~March in22, ~~ASC~~2021 ~~Topic~~between ~~480 “Distinguishing~~us ~~Liabilities~~and ~~from~~CST, ~~Equity.”~~the ~~Shares~~trustee of ~~Class~~the ATrust ~~common~~Account, ~~stock~~we ~~subject~~issued a request to ~~mandatory~~CST ~~redemption~~to ~~are~~withdraw ~~classified as~~$156,232 of ainterest ~~liability~~income ~~instrument~~from ~~and~~the ~~are~~Trust ~~measured~~Account atfor ~~redemption~~the ~~value.~~payment ~~Conditionally~~of ~~redeemable~~our ~~common~~taxes. ~~stock~~The ~~(including~~proceeds ~~common~~from this ~~stock~~withdrawal ~~that features~~were ~~redemption~~deposited ~~rights~~into ~~that~~our isoperating ~~either~~bank ~~within~~account ~~the~~on ~~control~~July of12, ~~the~~2022. ~~holder~~On orSeptember ~~subject~~2, to2022, ~~redemption~~we ~~upon~~withdrew ~~the~~another ~~occurrence~~$93,740 of ~~uncertain~~ ~~events~~interest ~~not~~income ~~solely~~from ~~within~~ the ~~Company’s~~Trust ~~control)~~Account isfor ~~classified~~the aspayment ~~temporary~~of ~~equity.~~our ~~At all other times, common stock is classified as stockholders’ equity~~taxes.

~~All~~In ofconnection ~~the~~with ~~22,047,293~~our ~~shares~~assessment of ~~Class~~going Aconcern ~~common~~considerations ~~stock~~in ~~sold~~accordance aswith ~~part~~FASB’s ofASU ~~the~~2014-15, ~~Units~~“Disclosures inof ~~the~~Uncertainties about ~~IPO~~an ~~contain~~Entity’s aAbility ~~redemption~~to ~~feature~~Continue ~~which~~as ~~allows~~a ~~for~~Going ~~the redemption~~Concern,” ofmanagement ~~such~~determined ~~public~~that ~~shares~~the inliquidity ~~connection~~condition ~~with~~and ~~the~~date ~~Company’s~~for mandatory liquidation, ifand ~~there~~dissolution israise asubstantial ~~stockholder~~doubt ~~vote~~about orour ~~tender~~ability ~~offer~~to ~~in connection~~continue ~~with~~as ~~the~~a ~~Business~~going ~~Combination~~concern ~~and~~through inMarch ~~connection~~25, ~~with certain amendments to~~ 2023, the ~~Company’s~~scheduled ~~amended~~liquidation ~~and~~date ~~restated certificate~~ of ~~incorporation.~~us Inif ~~accordance~~we ~~with~~do ~~the~~not ~~SEC~~complete ~~and~~a ~~its~~Business ~~staff’s~~Combination ~~guidance~~prior onto ~~redeemable~~such ~~equity~~date. ~~instruments,~~These ~~which~~unaudited ~~has~~condensed ~~been codified~~financial instatements ~~ASC~~do ~~480-10-S99,~~not ~~redemption~~include ~~provisions~~any ~~not~~adjustments ~~solely~~relating ~~within~~to the ~~control~~recovery of the ~~Company~~recorded ~~require~~assets ~~common~~or ~~stock~~the ~~subject~~classification toof ~~redemption~~the toliabilities bethat ~~classified~~might ~~outside~~be ofnecessary ~~permanent~~should ~~equity.~~we ~~Therefore,~~be ~~all~~unable ~~Class~~to Acontinue ~~common~~as ~~stock~~a ~~has~~going ~~been classified outside of permanent equity~~concern.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.21

~~Net~~Critical ~~Income~~Accounting ~~Per~~Estimates ~~Share~~and ~~of Common Stock~~Policies

The ~~Company~~preparation ~~has two classes~~ of ~~shares,~~the ~~which~~unaudited ~~are~~condensed ~~referred~~financial tostatements asin ~~Class~~conformity Awith ~~common~~GAAP ~~stock~~requires ~~and~~management ~~Class~~to Bmake ~~common~~estimates ~~stock. Earnings~~ and ~~losses are shared~~assumptions ~~pro~~that ~~rata~~affect ~~between~~ the ~~two~~reported ~~classes~~amounts of ~~shares.~~assets ~~The 18,633,106 potential~~and ~~common~~liabilities ~~shares~~and ~~for~~disclosure ~~outstanding~~of ~~warrants~~contingent toassets ~~purchase~~and ~~the Company’s~~liabilities ~~stock~~at ~~were excluded from diluted earnings per share for~~ the ~~three~~date ~~and~~of ~~six months ended June 30, 2022, for~~ the ~~three months~~unaudited ~~ended~~condensed ~~June~~financial ~~30,~~statements ~~2021,~~ and ~~for~~ the ~~period~~reported ~~from~~amounts ~~January~~of ~~19,~~expenses ~~2021~~during ~~(inception)~~the ~~through~~reporting ~~June~~period. ~~30,~~Actual ~~2021~~results ~~because~~could ~~the~~differ ~~warrants~~from ~~are contingently~~those ~~exercisable,~~estimates. ~~and~~We ~~the contingencies~~ have ~~not~~identified ~~yet been met. As a result, diluted net income per common share is~~ the ~~same~~following as ~~basic~~our ~~net~~critical ~~income per~~accounting ~~common share for such periods.~~ policies:

~~Derivative~~Common ~~Financial~~Stock ~~Instruments~~Subject to Possible Redemption

The Company ~~evaluates~~accounts for its ~~financial~~Class ~~instruments~~A tocommon ~~determine~~stock ifsubject ~~such~~to ~~instruments~~possible ~~are~~redemption ~~derivatives~~in oraccordance ~~contain~~with ~~features~~the ~~that~~guidance ~~qualify as embedded derivatives~~ in ~~accordance with~~ ASC Topic ~~815,~~480 “~~Derivatives~~Distinguishing Liabilities ~~and~~from ~~Hedging”~~Equity.” ~~Derivative~~Shares ~~instruments~~of ~~are~~Class ~~recorded~~A atcommon ~~fair~~stock ~~value on~~subject ~~the~~to ~~grant~~mandatory ~~date~~redemption ~~and~~are ~~re-valued~~classified atas ~~each~~a ~~reporting~~liability ~~date, with changes in the fair value reported in the statements of operations. Derivative~~instrument ~~assets~~ and ~~liabilities~~ are ~~classified~~measured onat ~~the~~redemption ~~balance~~value. ~~sheet~~Conditionally asredeemable ~~current~~common orstock ~~non-current~~(including ~~based~~common onstock ~~whether~~that orfeatures ~~not~~redemption ~~net-cash~~rights ~~settlement or conversion~~that ofis ~~the~~either ~~instrument could be required~~ within 12the ~~months~~control of the ~~balance~~holder ~~sheet~~or ~~date.~~subject ~~The~~to ~~Company~~redemption ~~has~~upon ~~determined~~ the ~~warrants~~occurrence ~~are~~of auncertain ~~derivative instrument~~events ~~and~~not ~~should~~solely bewithin ~~accounted for as liabilities. As such,~~ the Company’s control) ~~recognizes~~is ~~the~~classified ~~warrant~~as ~~liabilities~~temporary atequity. ~~fair~~At ~~value~~all atother ~~each reporting~~times, ~~period~~common ~~and~~stock ~~records~~is ~~the~~classified ~~change~~as instockholders’ ~~fair value in the statements of operations~~equity.

~~FASB~~All ~~ASC~~of ~~470-20~~the 22,047,293 ~~“Debt~~shares ~~with~~of ~~Conversion~~Class ~~and~~A ~~Other~~common ~~Options”~~stock ~~addresses~~sold ~~the~~as ~~allocation~~part of ~~proceeds~~the ~~from~~Units in the ~~issuance~~IPO ofcontain ~~convertible~~a ~~debt~~redemption ~~into~~feature ~~its~~which allows for the ~~equity~~redemption ~~and~~of ~~debt~~such ~~components.~~public ~~The~~shares in connection with the Company’s ~~applies~~liquidation, ~~this~~if ~~guidance~~there tois ~~allocate~~a ~~initial~~stockholder ~~public~~vote ~~offering~~or ~~proceeds~~tender ~~from~~offer in connection with the ~~Units~~Business ~~between~~Combination ~~Class~~and in connection with certain amendments to the Company’s amended and restated certificate Aof ~~common~~incorporation. ~~stock~~In accordance with the SEC and ~~warrants~~its staff’s guidance on redeemable equity instruments, ~~using~~which has been codified in ASC 480-10-S99, redemption provisions not solely within the ~~residual~~control ~~method~~of bythe ~~allocating~~Company ~~initial~~require ~~public~~common ~~offering~~stock ~~proceeds~~subject ~~first~~to redemption to ~~fair~~be classified ~~value~~outside of ~~the~~permanent ~~warrants and~~equity. ~~then~~Therefore, ~~the~~all Class A common stock has been classified outside of permanent equity.

20The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

~~Recent~~Net ~~Accounting~~Income ~~Pronouncements~~Per Share of Common Stock

InThe ~~August~~Company ~~2020,~~has ~~the~~two ~~FASB~~classes ~~issued~~of ~~ASU~~shares, ~~2020-06~~which toare ~~simplify~~referred ~~accounting~~to ~~for~~as ~~certain~~Class ~~financial~~A ~~instruments.~~common ~~ASU~~stock ~~2020-06~~and ~~eliminates~~Class ~~the~~B ~~current models~~common ~~that~~stock. ~~require~~Earnings ~~separation of beneficial conversion~~ and ~~cash~~losses ~~conversion~~are ~~features~~shared pro ~~from~~rata ~~convertible~~between ~~instruments and simplifies~~ the ~~derivative~~ ~~scope~~two ~~exception~~classes ~~guidance~~of ~~pertaining~~shares. toThe 18,633,106 potential ~~equity~~common ~~classification~~shares offor ~~contracts~~outstanding inwarrants anto ~~entity~~purchase the Company’s ~~own~~stock ~~equity.~~were ~~The~~excluded ~~new~~from ~~standard also~~diluted ~~introduces~~earnings ~~additional~~per ~~disclosures~~share for ~~convertible~~the ~~debt~~three and ~~freestanding~~nine ~~instruments~~months ~~that~~ended ~~are~~September ~~indexed~~30, to2022, ~~and~~for ~~settled~~the inthree months anended ~~entity’s own~~September ~~equity.~~30, ~~ASU~~2021, ~~2020-06~~and ~~amends~~for the ~~diluted~~period ~~earnings~~from ~~per~~January ~~share guidance~~19, ~~including~~2021 ~~the~~(inception) ~~requirement~~through toSeptember ~~use~~30, ~~the~~2021 ~~if-converted~~because ~~method~~the ~~for~~warrants ~~all~~are ~~convertible~~contingently ~~instruments.~~exercisable, ~~ASU~~and ~~2020-06~~the iscontingencies ~~effective~~have ~~for~~not ~~smaller~~yet ~~reporting~~been ~~companies~~met. ~~for~~As ~~fiscal~~a ~~years beginning after December 15~~result, ~~2023, including~~diluted ~~interim~~net ~~periods~~income ~~within~~per ~~those~~common ~~fiscal~~share ~~years.~~is ~~The~~the ~~Company~~same as ~~continues~~basic tonet ~~evaluate~~income ~~the~~per ~~impact~~common ofshare ~~ASU~~for ~~2020-06~~such ~~to its financial statements~~periods.

~~Management~~Derivative ~~does~~Financial ~~not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.~~Instruments

~~Off~~The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-~~Balance Sheet Arrangements~~valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument and should be accounted for as liabilities. As such, the Company recognizes the warrant liabilities at fair value at each reporting period and records the change in fair value in the statements of operations.

~~As of June 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.~~22

~~Contractual~~FASB ~~Obligations~~ASC 470-20, “Debt with Conversion and Other Options” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate initial public offering proceeds from the Units between Class A common stock and warrants, using the residual method by allocating initial public offering proceeds first to fair value of the warrants and then the Class A common stock.

WeRecent doAccounting not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $25,000 for office space and administrative support to the Company. We began incurring these fees on March 22, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and the Company’s liquidation.Pronouncements

~~The~~In ~~underwriter~~August is2020, ~~entitled~~the FASB issued ASU 2020-06 to asimplify ~~deferred~~accounting ~~fee~~for ofcertain $0financial instruments.35 ~~per~~ASU ~~Unit,~~2020-06 oreliminates ~~$7,716,553~~the incurrent models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative ~~aggregate.~~scope ~~Subject~~exception guidance pertaining to ~~the~~equity ~~terms~~classification of ~~the~~contracts ~~underwriting agreement,~~in ~~(i)~~an ~~the~~entity’s ~~deferred~~own ~~fee~~equity. ~~was~~The ~~placed~~new instandard also ~~the~~introduces ~~trust~~additional ~~account~~disclosures for convertible debt and ~~will~~freestanding beinstruments ~~released~~that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the ~~underwriter~~diluted ~~only~~earnings ~~upon~~per share guidance, including the ~~completion~~requirement ofto ause the if-converted method for ~~Business~~all ~~Combination~~convertible ~~and~~instruments. ~~(ii)~~ASU ~~the~~2020-06 ~~deferred~~is ~~fee~~effective ~~will~~for besmaller ~~waived~~reporting bycompanies ~~the~~for ~~underwriter~~fiscal inyears ~~the~~beginning ~~event~~after ~~that~~December we15, do2023, including ~~not~~interim ~~complete~~periods awithin ~~Business~~those ~~Combination~~fiscal years. The Company continues to evaluate the impact of ASU 2020-06 to its financial statements.

~~JOBS~~Management ~~Act~~does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for nonOff-~~emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.~~Balance Sheet Arrangements

~~Additionally,~~As ~~we are in the process~~ of ~~evaluating~~September ~~the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act~~30, if2022, ~~as an “emerging growth company,”~~ we ~~choose~~did ~~to rely on such exemptions we may~~ not behave ~~required~~any to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of nonoff-~~emerging~~balance ~~growth~~sheet ~~public~~arrangements ~~companies~~as ~~under~~defined ~~the~~in ~~Dodd-Frank~~Item ~~Wall Street Reform and Consumer Protection Act,~~ 303(~~iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or~~ a ~~supplement to the auditor’s report providing additional information about the audit and the financial statements~~ )(~~auditor discussion and analysis~~4)~~, and~~ (ivii) ~~disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons~~ of ~~the~~Regulation ~~Chief Executive Officer’s compensation to median employee compensation~~S-K. ~~These exemptions will apply for a period of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.~~

21Contractual Obligations

~~Item~~We 3do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $25,000 for office space and administrative support to the Company. ~~Quantitative~~We began incurring these fees on March 22, 2021 and ~~Qualitative~~will ~~Disclosures~~continue ~~About~~to ~~Market~~incur ~~Risk~~these fees monthly until the earlier of the completion of the Business Combination and the Company’s liquidation.

~~Not~~The ~~applicable~~underwriter is entitled to a deferred fee of $0.35 per Unit, or $7,716,553 in the aggregate. Subject to the terms of the underwriting agreement, (i) the deferred fee was placed in the trust account and will be released to the underwriter only upon the completion of a Business Combination and (ii) the deferred fee will be waived by the underwriter in the event that we do not complete a Business Combination.

~~Item~~JOBS ~~4. Controls and Procedures~~Act

~~Disclosure~~On ~~controls~~April ~~and~~5, ~~procedures~~2012, ~~are~~the ~~controls~~JOBS ~~and~~Act ~~other~~was ~~procedures~~signed ~~that~~into ~~are~~law. ~~designed~~The toJOBS ~~ensure~~Act contains provisions that, ~~information~~among ~~required~~other tothings, berelax ~~disclosed~~certain inreporting ~~our~~requirements ~~reports~~for ~~filed~~qualifying orpublic ~~submitted~~companies. We qualify as an “emerging growth company” and under the ~~Exchange~~JOBS Act isare ~~recorded,~~allowed ~~processed,~~to ~~summarized~~comply with ~~and~~new ~~reported~~or ~~within~~revised accounting pronouncements based on the ~~time~~effective ~~periods~~date ~~specified~~for inprivate (not publicly traded) companies. We are electing to delay the ~~SEC’s~~adoption ~~rules~~of ~~and~~new ~~forms.~~or ~~Disclosure~~revised ~~controls~~accounting standards, and ~~procedures~~as ~~include~~a result, ~~without~~we ~~limitation,~~may ~~controls~~not ~~and~~comply ~~procedures~~with ~~designed~~new toor revised accounting standards ~~ensure~~on ~~that~~the ~~information~~relevant ~~required~~dates toon bewhich ~~disclosed~~adoption inof ~~our~~such ~~reports~~standards ~~filed~~is orrequired ~~submitted~~for ~~under~~non-emerging ~~the~~growth ~~Exchange~~companies. ~~Act~~As isa ~~accumulated~~result, ~~and~~our ~~communicated~~financial statements tomay ~~our~~not ~~management,~~be ~~including~~comparable ~~our~~to ~~Chief~~companies ~~Executive~~that ~~Officer~~comply ~~and~~with ~~Chief~~new ~~Financial~~or ~~Officer,~~revised toaccounting ~~allow~~pronouncements ~~timely~~as ~~decisions~~of ~~regarding~~public ~~required~~company ~~disclosure~~effective dates.

~~Evaluation~~Additionally, we are in the process of ~~Disclosure~~evaluating ~~Controls~~the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and ~~Procedures~~Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2022 due to the material weakness in analyzing complex financial instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.23

~~Changes~~Item in3. ~~Internal~~Quantitative ~~Control~~and ~~over~~Qualitative ~~Financial~~Disclosures ~~Reporting~~About Market Risk

~~There~~Not was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2022 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the material weakness, we have enhanced our processes to identify and appropriately apply applicable ~~accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements~~. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

22Item 4. Controls and Procedures

~~PART~~Disclosure IIcontrols –and ~~OTHER~~procedures ~~INFORMATION~~are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Item~~Evaluation 1.of ~~Legal~~Disclosure ~~Proceedings.~~Controls and Procedures

~~None~~As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2022 due to the material weakness in analyzing complex financial instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

~~Item~~Changes ~~1A.~~in ~~Risk~~Internal ~~Factors.~~Control over Financial Reporting

~~Factors~~There ~~that~~was ~~could~~no ~~cause~~change in our ~~actual~~internal ~~results~~control toover ~~differ~~financial ~~materially~~reporting ~~from~~that ~~those~~occurred induring the fiscal quarter of 2022 covered by this Quarterly Report ~~include~~on ~~the~~Form ~~risk~~10-Q ~~factors~~that ~~described~~has inmaterially affected, or is reasonably likely to materially affect, our ~~final~~ ~~prospectus~~internal ~~filed~~control ~~with~~over ~~the~~financial ~~SEC~~reporting. In onlight ~~March~~of 24the material weakness, ~~2021~~we ~~and~~have enhanced our ~~Annual~~processes ~~Report.~~to Asidentify ofand appropriately apply applicable accounting requirements to better evaluate and understand the ~~date~~nuances of the complex accounting standards that apply to our financial statements. Our plans at this ~~Quarterly~~time ~~Report~~include onproviding ~~Form~~enhanced ~~10-Q~~access to accounting literature, ~~there~~research materials and documents and increased communication among ~~have~~our ~~been~~personnel noand ~~material~~third-party ~~changes~~professionals towith ~~the~~whom ~~risk~~we ~~factors~~consult ~~disclosed~~regarding incomplex accounting applications. The elements of our ~~final~~remediation plan ~~prospectus~~can only be accomplished over time, and ~~such~~we ~~prior~~can ~~quarterly~~offer ~~reports~~no ~~filed~~assurance ~~with~~that ~~the~~these ~~SEC, other~~initiatives ~~than~~will asultimately ~~set~~have ~~forth~~the ~~below~~intended effects.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.24

WePART ~~are~~II ~~subject~~– toOTHER laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.INFORMATION

OnItem March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions1. ~~These~~Legal rules, if adopted, whether in the form proposed or in revised form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete an initial business combinationProceedings.

~~We have identified material weaknesses in our internal control over financial reporting as of June 30, 2022~~None. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

OnItem April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by SPACs” (the “SEC Statement”)1A. InRisk the SEC Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s financial statements as opposed to equityFactors. Following the issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously audited balance sheet as of March 25, 2021 in the Form 8-K filed with the SEC on April 1, 2021. Additionally, in light of recent comment letters issued by the SEC to several SPACs, our management re-evaluated our application of ASC 480-10-S99-3A to our accounting classification of public shares. After consultation with our independent registered public accounting firm, our management and our audit committee concluded that it was appropriate to restate our previously reported financial statements -- the Current Report on Form 8-K filed on April 1, 2021 with audited balance sheet as of March 25, 2021 (as restated in the Quarterly Report on Form 10-Q filed on June 11, 2021), the Quarterly Report on Form 10-Q filed on June 11, 2021 with unaudited condensed financial statements as of March 31, 2021, and the Quarterly Report on Form 10-Q filed on August 16, 2021 with unaudited condensed financial statements as of June 30, 2021. As a result of these matters, we have identified a material weakness in our internal control over financial reporting of complex financial instruments.

AFactors ~~material~~that ~~weakness~~could iscause aour ~~deficiency,~~actual orresults ato ~~combination~~differ ofmaterially ~~deficiencies,~~from those in ~~internal~~this ~~control~~Quarterly ~~over~~Report ~~financial~~include ~~reporting~~the ~~such~~risk ~~that~~factors ~~there~~described isin our afinal ~~reasonable~~prospectus ~~possibility~~filed ~~that~~with athe ~~material~~SEC ~~misstatement~~on ofMarch 24, 2021 and our ~~annual~~Annual orReport. ~~interim~~As ~~financial~~of ~~statements~~the ~~will~~date ~~not~~of bethis ~~prevented~~Quarterly orReport ~~detected~~on Form 10-Q, there have been no material changes to the risk factors disclosed in our final prospectus and ~~corrected~~such onprior aquarterly ~~timely~~reports ~~basis~~filed with the SEC, other than as set forth below.

23Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination.

~~Effective~~Recent ~~internal~~increases ~~controls~~in ~~are~~inflation ~~necessary~~and ~~for~~interest usrates toin ~~provide~~the ~~reliable~~United ~~financial~~States ~~reports~~ and ~~prevent~~elsewhere ~~fraud.~~may Welead ~~continue~~ to ~~evaluate~~increased ~~steps~~price tovolatility ~~remediate the~~for ~~identified~~publicly ~~material~~traded securities, ~~weaknesses.~~including ~~These~~ours, ~~remediation~~and ~~measures~~ may belead ~~time~~to ~~consuming~~other ~~and~~national, ~~costly~~regional and ~~there~~international iseconomic nodisruptions, ~~assurance~~any ~~that~~of ~~these~~which could make ~~initiatives~~it ~~will~~more ~~ultimately~~difficult ~~have~~for ~~the~~us ~~intended~~to ~~effects~~consummate an initial business combination.

IfChanges ~~we identify any new material weaknesses~~ in ~~the~~laws ~~future, any such newly identified material weakness could limit our ability to prevent~~ or ~~detect~~regulations, ~~a misstatement of our accounts~~ or ~~disclosures that could result in~~ a ~~material~~failure ~~misstatement of our annual or interim financial statements. In such case, we may be unable~~ to ~~maintain~~comply ~~compliance~~ with ~~securities~~any ~~law~~laws ~~requirements~~and ~~regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements~~regulations, ~~investors~~ may ~~lose~~adversely ~~confidence~~affect in our ~~financial~~business, ~~reporting~~including ~~and~~ our ~~stock~~ ~~price may decline as a result. We cannot assure you that the measures we have taken~~ ability to ~~date,~~negotiate orand ~~any~~complete ~~measures~~our weinitial ~~may~~business ~~take in the future~~combination, ~~will~~and beresults ~~sufficient~~of ~~to avoid potential future material weaknesses~~operations.

~~Item~~We 2are subject to laws and regulations enacted by national, regional and local governments. ~~Unregistered~~In ~~Sales~~particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, ~~Equity~~applicable ~~Securities~~laws and ~~Use~~regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of ~~Proceeds~~operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

~~None~~On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. These rules, if adopted, whether in the form proposed or in revised form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete an initial business combination.

~~Item~~If 3we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. ~~Defaults~~As ~~Upon~~a ~~Senior~~result, ~~Securities~~in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead liquidate the Company.

~~None~~As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

~~Item~~Because 4.the ~~Mine~~SPAC ~~Safety~~Rule ~~Disclosures~~Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours that has not entered into a definitive agreement within 18 months after the effective date of the IPO Registration Statement.

~~Not~~If ~~Applicable~~we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead liquidate the Company.

~~Item 5. Other Information.~~25

~~None~~To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

~~Item~~The 6funds in the Trust Account have, since our IPO, been held only in U.S. ~~Exhibits~~government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the registration statement for our IPO, instruct CST, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

~~The~~In ~~following~~addition, ~~exhibits~~even ~~are~~prior ~~filed~~to asthe ~~part~~24-month anniversary of the effective date of the registration statement for our IPO, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or ~~incorporated~~in bymoney ~~reference~~market ~~into~~funds invested exclusively in such securities, ~~this~~even ~~Quarterly~~prior ~~Report~~to onthe ~~Form~~24-month 10anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-Qmonth anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

We have identified material weaknesses in our internal control over financial reporting as of September 30, 2022. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

*On April ~~Filed~~12, ~~herewith~~2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). In the SEC Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s financial statements as opposed to equity. Following the issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously audited balance sheet as of March 25, 2021 in the Form 8-K filed with the SEC on April 1, 2021. Additionally, in light of recent comment letters issued by the SEC to several SPACs, our management re-evaluated our application of ASC 480-10-S99-3A to our accounting classification of public shares. After consultation with our independent registered public accounting firm, our management and our audit committee concluded that it was appropriate to restate our previously reported financial statements -- the Current Report on Form 8-K filed on April 1, 2021 with audited balance sheet as of March 25, 2021 (as restated in the Quarterly Report on Form 10-Q filed on June 11, 2021), the Quarterly Report on Form 10-Q filed on June 11, 2021 with unaudited condensed financial statements as of March 31, 2021, and the Quarterly Report on Form 10-Q filed on August 16, 2021 with unaudited condensed financial statements as of June 30, 2021. As a result of these matters, we have identified a material weakness in our internal control over financial reporting of complex financial instruments.

**A material ~~Furnished~~weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

2426

~~SIGNATURES~~Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the identified material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

InIf ~~accordance~~we ~~with~~identify any new material weaknesses in the ~~requirements~~future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of ~~the~~our ~~Exchange~~accounts ~~Act~~or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, ~~the~~we ~~registrant~~may ~~caused~~be ~~this~~unable ~~report~~to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to beapplicable ~~signed~~stock onexchange ~~its~~listing ~~behalf~~requirements, byinvestors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the ~~undersigned~~measures we have taken to date, or any measures we may take in the ~~thereunto~~future, ~~duly~~will ~~authorized~~be sufficient to avoid potential future material weaknesses.

	GLASS HOUSES ACQUISITION CORP.
Date: August 9, 2022	By:	/s/ Quincy Fennebresque
	Name:	Quincy Fennebresque
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: August 9, 2022	By:	/s/ Tonya Clark
	Name:	Tonya Clark
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares of common stock.

25On August 16, 2022, the IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs ~~13910791 22047293 22047293 22047293 0~~after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.02 Whether ~~0.14~~and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise ~~0.15~~would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business ~~0.31~~Combination, extension or otherwise, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” ~~5307763~~or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination ~~5511823 5511823 5511823 0~~but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury.02 ~~0.15~~In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment 0of the excise tax have not been determined.15 The foregoing could cause a reduction in the cash available on hand to complete a Business 0Combination and in the Company’s ability to complete a Business Combination.31 false --12-31 Q2 false 0001841734 0001841734 2022-01-01 2022-06-30 0001841734 us-gaap:CommonClassAMember 2022-08-09 0001841734 us-gaap:CommonClassBMember 2022-08-09 0001841734 2022-06-30 0001841734 2021-12-31 0001841734 us-gaap:CommonClassAMember 2022-06-30 0001841734 us-gaap:CommonClassAMember 2021-12-31 0001841734 us-gaap:CommonClassBMember 2022-06-30 0001841734 us-gaap:CommonClassBMember 2021-12-31 0001841734 2022-04-01 2022-06-30 0001841734 2021-04-01 2021-06-30 0001841734 2021-01-19 2021-06-30 0001841734 glha:ClassACommonStockSubjectToRedemptionMember 2022-04-01 2022-06-30 0001841734 glha:ClassACommonStockSubjectToRedemptionMember 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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GLASS HOUSES ACQUISITION CORP.

Date: October 28, 2022	By:	/s/ Quincy Fennebresque
	Name:	Quincy Fennebresque
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: October 28, 2022	By:	/s/ Tonya Clark
	Name:	Tonya Clark
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

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